CLOUDBREAK DISCOVERY PLC

ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024

Page
Company Information
Chairman’s Report
Strategic Report
Directors’ Report
Directors’ Remuneration Report
Statement of Directors’ Responsibilities
Corporate Governance Report
Independent Auditor’s Report
Statements of Financial Position
Consolidated Comprehensive Income Statement
Consolidated Statement of Changes in Equity
Company Statement of Changes in Equity
Statements of Cash Flows
Notes to the Financial Statements

CLOUDBREAK DISCOVERY PLC

CHAIRMAN’S REPORT

Dear Shareholder,

I am pleased to present the financial results of Cloudbreak Discovery Plc for the year ended 30 June 2024. The Company remains focused on building a specialist early-stage natural resource investment project generator and development business seeking to identify and secure potential acquisition opportunities within the mining and oil & gas sectors. With a portfolio of mineral exploration projects and an investment in a company that has an operating oil and gas field, that is undergoing a turnaround and ramp up on production, the Group made a pre-tax loss for the year of £855,966 (2023: £3,985,721). Cash at bank at the year-end was £195,157 (2023: £244,074).

The Company has undertaken a major restructuring since March 2023, resulting in the retirement of many of the corporate debts, a reduction in the overheads and an ongoing review of its assets and projects under ownership and management. In turn the balance sheet has seen improvement, and the Company is even more streamlined and focused with its efforts.

Stock markets generally continue to be unkind to small, developing companies for whom it can be quite difficult to raise funds. On the one hand, this offers no shortage of good exploration and development propositions, often with seasoned and professional management teams, that could provide excellent opportunities for Cloudbreak to consider as investments or participation projects which can create and build long-term value for shareholders. Alternately, the Company’s cash resources are limited such that any project with either critical mass or unlocked future potential will require the injection of new funds to invest in future growth. This means that Cloudbreak will need to be seeking to find sources of new capital to fund the acquisition and development of projects which themselves have run into difficulty doing the same. The Directors of Cloudbreak believe that we have the skill set to identify, secure and fund such deserving projects. However, in current markets this is taking longer to achieve than we would like.

Outlook

We continue to look for suitable late-stage mining exploration and oil and gas projects and companies, ideally with good operational management and technical teams, particularly where existing resources are being upgraded to reporting code standards for pre-feasibility and bankable feasibility studies and in special situations where short-term routes to cash flow can be implemented without significant capital expenditure. We are particularly interested in projects exploring for or developing resources in precious and base metals and will also consider energy mineral projects that meet certain criteria. Our expertise lies particularly on the continents of North and South America and Africa.

Project Portfolio

Apple Bay – Industrial Minerals Quarry held by Linceo Media Group Ltd.
Rupert – Copper Porphyry target presently held by Buscando Resources Ltd. which are in default of property exploration commitments.
Atlin West – Gold target currently held by Power Group Projects Corp. which are in default of property exploration commitments while completing a restructuring of the company.
Yak – Gold target that was initially optioned by Moonbound Mining Corp., (now Cape Lithium Corp.), where exploration work was completed and then Moonbound relinquished the project back to Cloudbreak due to a change of direction and effort.
Bobcat – Copper and Gold target currently beneficially owned by Longford Capital Corp. with 50% interest to Cloudbreak.
Elk Creek and Franklin – Appalachian Lithium Brine target with leases currently held until 2028.

The mining exploration projects held by Cloudbreak, while impaired technically, have an underlying value and are in line with the Company’s business model. Securing early-stage exploration projects, completing sufficient exploration work on these projects and then seeking financial and exploration partners is specifically how Cloudbreak realises its investment return. Each of the projects noted above continue to be marketed to various mining exploration companies. Transactions vary dependent on the project, location and stage or commodity. In each case Cloudbreak has little to no carrying costs and where the carrying cost of these projects becomes cumbersome, Cloudbreak will make a commercial decision to hold or relinquish the project. The opportunity to option or joint venture these projects outweigh the expenses in many ways.

Optioned Projects

Lonestar Lithium Ltd. – Texas Lithium Brine target currently under option to Lonestar
The Lonestar transaction is one whereby Cloudbreak developed a data set of information and exploration opportunities and has optioned the project to Lonestar. In return Cloudbreak received a commitment of cash, shares and royalties, all based on a timeline that requires Lonestar to meet in order to avoid penalties or default. This is a typical transaction structure for Cloudbreak with its exploration portfolio.

CLOUDBREAK DISCOVERY PLC

CHAIRMAN’S REPORT

Operational Portfolio

G2 Energy Corp. – Operating oil and gas field.
Cloudbreak owns a USD $2.0m Convertible Debenture on G2 Energy which is a producing oil and gas company in Texas. While production performance has fluctuated, the security position of this debt instrument is strong. Working closely with G2 and their team, Cloudbreak is looking forward that the return on the instrument and by extension the royalties will prove profitable once the additional capital is invested in the field to initially stabilize and then enhance the production.

Financial Review

The Company currently only has interest income, and its cash reserves will be used in the short term to cover professional service provider fees, initial due diligence and other costs incidental to the identification and development of acquisition opportunities are being borne by the Directors and key stakeholders until such time as the Company can afford these fees.

The loss for the year was £855,966. Total expenditure during the year was £943,302 (2023: £3,855,925) which consisted mainly of service providers to aid the restructuring and clean-up of the Company of £795,379 and director fees of £99,000, with the balance comprising corporate, regulatory and administration expenses.

Financial Position

The Group’s Statement of Financial Position as at 30 June 2024 and comparatives at 30 June 2023 are summarised below:

	2024 £	2023 £
Current assets	1,962,510	2,071,143
Non-current assets	526,999	1,632,752
Total assets	2,489,509	3,703,895
Current liabilities	770,633	1,704,437
Total liabilities	770,633	1,704,437
Net assets	1,718,876	1,999,458

Cloudbreak will continue to require additional funds and/or funding facilities in order to fully develop its business plan. The Directors believe that such funds are likely to come from the arrangement of appropriate debt arrangements, and further equity issues. Ultimately the viability of Cloudbreak is dependent on future liquidity of its investments and in particular the successful development of G2 Energy Corp. The Directors’ assessment of going concern is set out in note 2.4 to the financial statements.

UK Listing Category

On 29 July 2024, the Listing Rules were replaced by the UK Listing Rules ("UKLR") under which the existing Standard Listing category was replaced by the Equity Shares (transition) category under Chapter 22 of the UKLR. Consequently, with effect from that date the Company is admitted to Equity Shares (transition) category of the Official List under Chapter 22 of the UKLR and to trading on the London Stock Exchange's Main Market for listed securities.

I would like to thank all our professional staff, consultants and advisors, all of whom work tirelessly to accomplish our common goal of the turnaround of the Company. And I would like to thank our Shareholders, and Directors for their considerable support. I look forward to reporting further positive news during 2025.

Andrew Male
CEO
30 January 2025

CLOUDBREAK DISCOVERY PLC

STRATEGIC REPORT

The Directors of the Company present their Strategic Report on the Group for the year ended 30 June 2024.

Principal Activity

The principal activity of the Group is natural resource project and royalty generation as well as acquisition of projects and royalties.

Review of operations

A review of the business of the Company during the year and an indication of likely future developments may be found in the CEO’s Statement.

Financial performance review

The loss of the Group for the year ended 30 June 2024 amounts to £855,966 (30 June 2023: £3,997,899).# CLOUDBREAK DISCOVERY PLC STRATEGIC REPORT

The loss for the year differs significantly to the year ended 30 June 2023 due to reduced overall activity and expenditure, and reduced impairment charges in the current year. The Board monitors the activities and performance of the Group on a regular basis. The Board uses financial indicators based on budget versus actual to assess the performance of the Group. The board used the below KPIs to assess performance of the group for the year ended 30 June 2024. The main KPIs for the Group allow the Group to monitor costs and plan future exploration and development activities”. These are detailed below:

KPI	2024	2023
Cash and cash equivalents	£195,157	£244,074
Administrative expenses as a percentage of total assets	37.1%	108.2%
Exploration and evaluation cash expenditures	-	£648,310
Carrying value of investments	£417,217	£891,255

Cash has been used to fund the Group’s operations and facilitate its investment activities (refer to the Statements of Cash Flows). Administrative expenses are the expenses related to the Group’s ability to run the corporate functions to ensure they can perform their operational commitments. Exploration costs include non-capitalised costs and costs capitalised during the period consist of exploration expenditure on the Group’s exploration licences net of foreign exchange rate movements. There was no exploration activity or expenditure carried out by the Group during the year ended 30 June 2024. Exploration assets were also disposed of and impaired during the year ended 30 June 2024.

Principal risks and uncertainties

Risks are formally reviewed by the Board, and appropriate processes are put in place to monitor and mitigate them. If more than one event occurs, it is possible that the overall effect of such events would compound the possible adverse effects on the Group. The management of the business and the execution of the Group’s strategy are subject to a number of risks. The key business risks affecting the Group are set out below.

Exploration risks

The energy and resource business are controlled by a number of global factors, principally supply and demand which in turn is a key driver of global prices; these factors are beyond the control of the Group. Exploration is a high-risk business and there can be no guarantee that any mineralisation discovered will result in proven and probable reserves or go on to be an operating mine. At every stage of the exploration process the projects are rigorously reviewed to determine if the results justify the next

CLOUDBREAK DISCOVERY PLC STRATEGIC REPORT 6

stage of expenditure ensuring that funds are only applied to high priority targets. The energy sector is a cyclic business and sensitive to several global and regional factors that the company is not able to predict or control. Some of the principal assets of the Group are subject to certain financial and legal commitments. If these commitments are not fulfilled the licences could be revoked. They are also subject to option agreements and legislation defined by the local government; if this legislation is changed or option payments are not made on time, it could adversely affect the value of the Group’s assets. Whilst some aspects are beyond the control of the Group, management reduce exploration risks with their experience and technical knowledge, also by carrying out thorough due diligence before making any decisions related to exploration.

Dependence on key personnel

The Group is dependent upon its executive management team and various technical consultants. Whilst it has entered into contractual agreements with the aim of securing the services of these personnel, the retention of their services cannot be guaranteed. The development and success of the Group depends on its ability to recruit and retain high quality and experienced staff. The loss of the service of key personnel or the inability to attract additional qualified personnel as the Group grows could have an adverse effect on future business and financial conditions. To mitigate this risk, key management have significant equity, share options can be awarded and exciting business opportunities are offered.

Uninsured risk

The Group, as a participant in exploration and development programmes, may become subject to liability for hazards that cannot be insured against or third-party claims that exceed the insurance cover. The Group may also be disrupted by a variety of risks and hazards that are beyond control, including geological, geotechnical and seismic factors, environmental hazards, industrial accidents, occupational and health hazards and weather conditions or other acts of God. Management takes these factors into consideration before deciding to work on specific exploration sites. Also, the Group’s exploration programmes are in early stages with no development or operations in place as of yet.

Royalty acquisitions risk

The growth and viability of the Group is dependent on its ability to successfully identify and acquire royalties. The availability of potential royalties which meet the Group’s investing policy will depend, inter alia, on the state of the world economy, general business conditions, commodity prices, mining sector appetite, alternative sources of finance and financial markets generally. Royalty agreements in place are reviewed by the Group and other parties involved on a timely basis to reduce this risk.

Funding risk

The only sources of funding currently available to the Group are through the issue of additional equity capital in the parent company or through bringing in partners to fund exploration and development costs. The Group’s ability to raise further funds will depend on the success of the Group’s exploration activities and its investment strategy. The Group may not be successful in procuring funds on terms which are attractive and, if such funding is unavailable, the Group may be required to reduce the scope of its exploration activities or relinquish some of the exploration licences held for which it may incur fines or penalties.

Financial risks

The Group’s operations expose it to a variety of financial risks that can include market risk (including foreign currency, price and interest rate risk), credit risk, and liquidity risk. The Group has a risk management programme in place that seeks to limit the adverse effects on the financial performance of the Group by monitoring levels of debt finance and the related finance costs. The Group does not use derivative financial instruments to manage interest rate costs and, as such, no hedge accounting is applied.

CLOUDBREAK DISCOVERY PLC STRATEGIC REPORT 7

Investment risks

The Group holds investments in publicly listed and non-listed securities. These future valuations are determined by many factors but include the operational and financial performance of the underlying investee companies, as well as market perceptions of the future of the economy and its impact upon the economic environment in which these companies operate. This risk represents the potential loss that the Group might suffer through holding its financial investment portfolio in the face of market movements. Investments are held in both listed and unlisted entities and the board monitor their investments on a regular basis. For unlisted investments the board have regular communication with the management team of the investee. Details of the Group’s financial risk management policies are set out in Note 3 to the Financial Statements.

Going Concern

These financial statements have been prepared on the going concern basis, as set out in Note 2.4. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations. The Group receives property option income, debenture interest income and royalty income but even along with reducing expenditure for financial year 2025, the forecasts indicate that the Group and Parent Company, in order to meet their operational objectives, and expected liabilities as they fall due, will be required to raise additional funds within the next 12 months. Whilst the Directors are confident that they will secure the necessary funding, the current conditions do indicate the existence of a material uncertainty that may cast significant doubt regarding the applicability of the going concern assumption and the auditors have made reference to this in their audit report. The Directors are confident in the Company’s ability to raise additional funds as required, from existing and/or new investors, within the next 12 months. Thus, they continue to adopt the going concern basis of accounting preparing these financial statements.

Internal Controls

The Board recognises the importance of both financial and non-financial controls and has reviewed the Group’s control environment and any related shortfalls during the year. Since the Group was established, the Directors are satisfied that, given the current size and activities of the Group, adequate internal controls have been implemented. The Directors are aware that no system can provide absolute assurance against material misstatement or loss, however, in light of the current activity and proposed future development of the Group, continuing reviews of internal controls will be undertaken to ensure that they are adequate and effective.

Section 172(1) Statement - Promotion of the Company for the benefit of the members as a whole

The Directors believe they have acted in the way most likely to promote the success of the Company for the benefit of its members as a whole, as required by s172 of the Companies Act 2006.# CLOUDBREAK DISCOVERY PLC STRATEGIC REPORT

The requirements of s172 are for the Directors to:
• Consider the likely consequences of any decision in the long term,
• Act fairly between the members of the Company,
• Maintain a reputation for high standards of business conduct,
• Consider the interests of the Company’s employees,
• Foster the Company’s relationships with suppliers, customers and others, and
• Consider the impact of the Company’s operations on the community and the environment.

The Group operates as a project generation and royalty business for the natural resources sectors, which is inherently speculative in nature and, without regular income, is dependent upon fund-raising for its continued operation. The nature of the business is important to the understanding of the Group by its members, suppliers, and the Directors are as transparent about the cash position and funding requirements as is allowed under FCA regulations.

The application of the s172 requirements is demonstrated throughout this report and the financial statements as a whole, with the following examples representing some of the key decisions made in 2024 and up to the date of the approval of these financial statements:

CLOUDBREAK DISCOVERY PLC STRATEGIC REPORT

Remunerate the Directors with shares in lieu of cash: during the year, having decided on a plan to raise new funds to finance operations, the Directors also decided that to maximise funds available for exploration the Directors would be remunerated in part by the issue of shares instead of cash. This has the added benefit of more fully aligning the interests of the Directors with those of the members.
Ethical responsibility to the community and the environment: the Board takes seriously its ethical responsibilities to the communities and environment in which it works. We abide by the local and relevant UK laws on anti-corruption and bribery. Wherever possible, local communities are engaged in the geological operations and support functions required for field operations, providing much needed employment and wider economic benefits to the local communities. In addition, we follow international best practise on environmental aspects of our work. Our goal is to meet or exceed standards, in order to ensure we obtain and maintain our social licence to operate from the communities with which we interact.

Act fairly between members of the Company

After weighing up all relevant factors, the Directors consider which course of action best enables delivery of our strategy over the long-term, taking into consideration the impact on stakeholders. The Directors believe they have acted in the way they consider most likely to promote the success of the Company for the benefit of its members as a whole. The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Company has close ongoing relationships with key private shareholders, analysts and brokers, providing the opportunity to discuss issues and provide feedback at meetings with the Company. All shareholders are encouraged to attend the Company's Annual General Meeting and any general meetings held by the Company.

Maintain a reputation for high standards of business conduct

The Board periodically reviews and approves clear frameworks, such as the Company’s Code of Business Ethics, to ensure that its high standards are maintained both within the Group and the business relationships we maintain. This, complemented by the various ways the Board is informed and monitors compliance with relevant governance standards, help ensure its decisions are taken and that the Group acts in ways that promote high standards of business conduct.

Consider the interests of the Company’s employees

The are no employees in the Group currently, only Directors. Still, the Group is committed to considering the interests of all directors of the Company when decisions or changes are to be made.

Foster the Company’s relationship with suppliers, customers and others

Delivering on our strategy requires strong mutually beneficial relationships with suppliers. The Group values all suppliers and aims to build strong positive relationships through open communication and adherence option agreement terms. The Group is committed to being a responsible entity and doing the right thing for its suppliers and business partners.

Consider the impact of the Company’s operations on the community and the environment

The Group is committed to the highest environmental, social and governance standards both internally within the Group and externally with its partners. The Group is committed to being a responsible entity in terms of the community and the wider environment.

Conclusion

The Directors believe that to the best of their wisdom and abilities, they have acted in the way they consider prudent to promote the success of the Company for the benefit of its members as a whole, in the true spirit of the provisions of Section 172 (1) of the Companies Act 2006. The Group Strategic Report was approved by the Board on 30 January 2025.

Andrew Male
Chief Executive Officer

CLOUDBREAK DISCOVERY PLC DIRECTORS’ REPORT

The Directors are pleased to present their Report and the audited consolidated Financial Statements of the Company and its subsidiaries for the year ended 30 June 2024.

Results and Dividends

Loss on ordinary activities of the Group after taxation amounted to £855,966 (2023: loss of £3,997,899). The Directors do not recommend the payment of a dividend (2023: £Nil).

Directors & Directors’ interests

The Directors who held office at 30 June 2024 had the following beneficial interests in shares and options of the Group:

	Ordinary Shares	Options	Ordinary Shares	Options
	30 June 2024	30 June 2024	30 June 2023	30 June 2023
Emma Priestley	2,000,000	1,850,000	2,000,000	1,850,000
Andrew Male	12,145,742	1,350,000	2,000,000	1,350,000
Paul Gurney*	1,634,261	750,000	-	750,000
Total	15,780,003	3,950,000	4,000,000	3,950,000

*Paul Gurney resigned 18 October 2024.

On 25 July 2024, the Company published a prospectus enabling the issue of 403,864,936 new ordinary shares of £0.001 each. Andrew Male, Emma Priestley and Paul Gurney all received shares from this issue.

Substantial shareholders

On 31 December 2024, the following parties had notified the Group of a beneficial interest that represents 3% or more of the Group's issued share capital at those dates:

	Holding	Percentage
Clarmond Wealth Limited	168,318,396	14.86%
Crestmont Invest Inc.	142,262,164	12.56%
Andrew Male	104,000,463	9.18%
Clariden Capital	75,931,688	6.70%
Paul Gurney	54,694,848	4.83%
Thomas Solomon	50,972,035	4.50%

Corporate responsibility

Greenhouse gas emissions

Given the nature of its activities which include aerial geophysics with a helicopter and the operation of drill rigs, the Group is conscious of greenhouse gas emissions. The Directors are mindful of their responsibilities in this regard and strive to seek opportunities where improvements may be made. The Board recognises its responsibility to protect the environment and is fully committed to conserving natural resources and striving for environmental sustainability, by ensuring that its facilities are operated to optimise energy usage; minimise waste production; and protect nature and people.

The Company is currently deemed to be a low energy user meaning it has consumed less that 40MWh of energy during the reporting period. This includes the combustion of gas, consumption of fuel for transport and the purchase of electricity for its own use. As such, it is exempt from disclosing actual kWh of energy emitted during the period from its operations and activities. As the Group’s operations scale up, it will continue to monitor its energy use and its status as a low energy user. The Group will seek to collect, structure, and effectively disclose related performance data for the material, climate-related risks and opportunities identified where relevant.

CLOUDBREAK DISCOVERY PLC DIRECTORS’ REPORT

Internal controls

The Board recognises the importance of both financial and non-financial controls and has reviewed the Group’s control environment and any related shortfalls during the period. Since the Group was established, the Directors are satisfied that, given the current size and activities of the Group, adequate internal controls have been implemented. Whilst they are aware that no system can provide absolute assurance against material misstatement or loss, in light of the current activity and proposed future development of the Group, continuing reviews of internal controls will be undertaken to ensure that they are adequate and effective.

Supplier payment policy

The Group's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU). The Group's current policy concerning the payment of trade creditors is to:

settle the terms of payment with suppliers when agreeing the terms of each transaction;
ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and
pay in accordance with the Group's contractual and other legal obligations.
If supplier terms aren’t met, this will be discussed with the suppliers and a suitable plan of action will be agreed by both parties.

Directors’ and Officers’ indemnity insurance

The Group has made qualifying third-party indemnity provisions for the benefit of its Directors and Officers. These were made during the period and remain in force at the date of this report.

Financial risk management objectives

The Group has disclosed the financial risk management objectives within Note 3 to these Financial Statements.# CLOUDBREAK DISCOVERY PLC DIRECTORS' REMUNERATION REPORT 11

The Company has an established Remuneration Committee. The purpose of the remuneration policy is to attract, retain and motivate Executive Directors of a high calibre with a view to encouraging commitment to the development of the Company and for long term enhancement of shareholder value. The Company’s auditors, PKF Littlejohn LLP are required by law to audit certain disclosures and where disclosures have been audited, they are indicated as such.

Service Contracts (unaudited)

The Executive Directors have entered into Service Agreements with the Company and continue to be employed until terminated by the Company. In the event of termination or loss of office the Director is entitled only to payment of their basic salary in respect of their notice period. In the event of termination or loss of office in the case of a material breach of contract the Director is not entitled to any further payment. Executive Directors are allowed to accept external appointments with the consent of the Board, provided that these do not lead to conflicts of interest. Executive Directors are allowed to retain fees paid. The contracts are available for inspection at the Company's registered office.

Implementation Report

Particulars of Directors’ Remuneration (audited)

Particulars of directors’ remuneration, including directors’ options are provided in notes 16 and 19 and further referenced in the Directors’ report. Remuneration owing to the Directors’ during the year ended 30 June 2024 was:

Directors	Short-term benefits	Share based payments	Total
Paul Gurney	£33,000	-	£33,000
Emma Priestley	£33,000	-	£33,000
Andrew Male	£150,000	-	£150,000
Total	£216,000	-	£216,000

Remuneration hasn’t been paid in full to all directors, the amounts referenced above have either been accrued or partially paid. Refer to note 27 for amounts still owed to the Directors. On 25 July 2024, the Company published a prospectus enabling the issue of 403,864,936 new ordinary shares of £0.001 each. Andrew Male, Emma Priestley and Paul Gurney all received shares from this issue.

Remuneration paid to the Directors’ during the year ended 30 June 2023 was:

Directors	Short-term benefits	Share based payments	Total
Samuel “Kyle r ” Hardy	£120,000	£6,329	£126,329
Paul Gurney	£30,000	£3,798	£33,798
Emma Priestley	£45,000	£3,798	£48,798
Andrew Male	£120,000	£3,798	£123,798
Total	£315,000	£17,723	£332,723

Incentive plans (audited)

CLOUDBREAK DISCOVERY PLC DIRECTORS’ REMUNERATION REPORT 12

The Directors held the following options at the beginning and the end of the year:

	As at 30 June 2023	Granted during the year	At 30 June 2024	Exercise price	Expiry date
Emma Priestley	1,850,000	-	1,850,000	£0.0225	09/08/2025
Andrew Male	1,350,000	-	1,350,000	£0.0225	09/08/2025
Paul Gurney	750,000	-	750,000	£0.0225	09/08/2025
Total	3,950,000	-	3,950,000	-	-

Performance Graph (unaudited)

The Directors have considered the requirement of the UK 10-period performance graph comparing the company’s Total Shareholder Return with that of a comparable indicator. The Directors do not currently consider that including the graph will be meaningful as the Company is currently in a loss-making position and is not paying dividends. The Directors will review the inclusion of this table for future reports.

Relative importance of spend on pay (unaudited)

The Directors have considered the requirement to present information on the relative importance of spend on pay compared to shareholder dividends paid. Given that the Company does not currently pay dividends we have not considered it necessary to include such information.

Other matters (audited)

The Company does not have any pension plans for any of the Directors and does not pay contributions in relation to their remuneration. The Company has not paid out any excess retirement benefits to any Directors.

Directors’ interests in shares (audited)

The beneficial interest of the Directors in the Ordinary Share Capital of the Company as at 30 June 2024 was:

	30 June 2024	% of issued share capital
Emma Priestley	2,000,000	0.27%
Andrew Male	12,145,742	1.67%
Paul Gurney	1,634,261	0.22%
Total	15,780,003	2.16%

The beneficial interest of the Directors in the Ordinary Share Capital of the Company at 30 June 2023 was:

CLOUDBREAK DISCOVERY PLC DIRECTORS’ REMUNERATION REPORT 13

	30 June 2023	% of issued share capital
Emma Priestley	2,000,000	0.33%
Andrew Male	2,000,000	0.33%
Paul Gurney	-	-
Total	4,000,000	0.66%

The Directors’ remuneration report was approved by the Board on 30 January 2025.

Emma Priestley
Remuneration Committee Chairman

CLOUDBREAK DISCOVERY PLC STATEMENT OF DIRECTORS’ RESPONSIBILITIES 14

The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulations, including the main market rules for Companies. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Group and Company Financial Statements in accordance with UK-adopted International Accounting Standards (UK-adopted IAS) in conformity with the requirements of the Companies Act 2006.

Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company, and of the profit or loss of the Group for that period. In preparing these Financial Statements, the Directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable UK-adopted IAS in conformity with the requirements of the Companies Act 2006 have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company, and enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and Company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website, www.cloudbreakdiscovery.com. Legislation in the United Kingdom governing the preparation and dissemination of the Financial Statements may differ from legislation in other jurisdictions.

The Directors confirm that they have complied with the above requirements in preparing the Financial Statements.

Directors Responsibility pursuant to Disclosure and Transparent Rules

Each of the Directors whose names and functions are listed on page 2 confirm that, to the best of their knowledge and belief:

The Financial Statements prepared in accordance with UK-adopted international accounting standards, give a true and fair view of the assets, liabilities, financial position and loss of the Group and Company; and
the Annual Report and Financial Statements, including the Business review, includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that they face.

CLOUDBREAK DISCOVERY PLC CORPORATE GOVERNANCE REPORT 15

The Group is not required to comply with the provisions of the UK Corporate Governance Code. However, the Board is committed to maintaining high standards of corporate governance and so far, as appropriate given the Group’s size and the constitution of the Board, complies and intends to comply with The Corporate Governance Guidelines for Small and Mid-Sized Companies. In light of the Group’s size and recent history, the Group has deviated from the QCA Code in the following respects:

The provisions relating to the composition of the Board and the division of responsibilities are not being complied with as the Board feels these provisions to be inapplicable, given the size of the Group.# CLOUDBREK DISCOVERY PLC CORPORATE GOVERNANCE REPORT

• The Board do not consider an internal audit function to be applicable due to the size of the Group.
• A diversity policy as applied to the Group’s administrative management and supervisory bodies has not yet been developed.
The Directors are responsible for internal control in the Group and for reviewing effectiveness. Due to the size of the Group, all key decisions are made by the Board. The Directors have reviewed the effectiveness of the Group’s systems during the period under review and consider that there have been no material losses, contingencies or uncertainties due to weaknesses in the controls. The Group hold timely board meetings or informal meetings as issues arise which require the attention of the Board. The Board is responsible for the management of the business of the Group, setting the strategic direction of the Group and establishing the policies of the Group. It is the Directors’ responsibility to oversee the financial position of the Group and monitor the business and affairs of the Group, on behalf of the Shareholders, to whom they are accountable. The primary duty of the Directors is to act in the best interests of the Group at all times. The Board also addresses issues relating to internal control and the Group’s approach to risk management and has formally adopted an anti-corruption and bribery policy. The Directors have established an audit committee, a nomination committee and a remuneration committee with formally delegated duties and responsibilities. Emma Priestley and Paul Gurney (resigned 18 October 2024) are each considered by the Board to be an independent Non-Executive Director. At the date of release, Andrew Male is considered to be an Executive Director.

The QCA Code has ten principles of corporate governance that the Group has committed to apply within the foundations of the business. These principles are:

Establish a strategy and business model which promote long-term value for shareholders;
Seek to understand and meet shareholder needs and expectations;
Take into account wider stakeholder and social responsibilities and their implications for long term success;
Embed effective risk management, considering both opportunities and threats, throughout the organisation;
Maintain the board as a well-functioning balanced team led by the Chair;
Ensure that between them the directors have the necessary up to date experience, skills and capabilities;
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement;
Promote a corporate culture that is based on ethical values and behaviours;
Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board; and
Communicate how the Group is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

There follows a short explanation of how the Group will apply each of the principles:

Principle One

Business Model and Strategy

The Board has determined that the best medium and long term value can be delivered through the adoption of a single strategy. The Group’s principal activity is natural resource project and royalty generation as well as acquisition of projects and royalties. Cloudbreak maximizes its returns by seeking buyers to purchase its properties or by seeking partners to jointly develop its properties through joint ventures or other partnering mechanisms.

Principle Two

Understanding Shareholder Needs and Expectations

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. Shareholders are encouraged to attend the Group’s Annual General Meeting (“AGM”). Investors also have access to current information on the Group though its website, www.cloudbreakdiscovery.com, and via Andrew Male, Chief Executive Officer, who is responsible for shareholder liaison and is available to answer investor relations enquiries. Shareholders can email the Group at [email protected] or via a submission on the Group website. The Group’s Annual Report, Notice of AGM are sent to all shareholders and can be downloaded from our website. Copies of the interim report and other investor presentations are also available on the Group’s website. Shareholders are kept up to date via regulatory news flow (“RNS”) on matters of a material substance and regulatory nature. CLOUDBREK DISCOVERY PLC CORPORATE GOVERNANCE REPORT 16 Periodic updates are provided to the market and any deviations to these updates are announced via RNS. At the AGM, separate resolutions are proposed on each substantial issue. For each proposed resolution, proxy forms are issued which provide voting shareholders with an opportunity to vote in advance of the AGM if they are unable to vote in person. Our registrars, count the proxy votes which are properly recorded, and the results of the AGM are announced through an RNS. The Board is keen to ensure that the voting decisions of shareholders are reviewed and monitored and that approvals sought at the Group’s AGM are as much as possible within the recommended guidelines of the QCA Code. Non-deal roadshows will be arranged throughout the year to meet with existing shareholders and potential new stakeholders to maintain, as much as possible, transparency and dialogue with the market. Additionally, investor presentations can be found on the Group’s website.

Principle Three

Considering Wider Stakeholder and Social Responsibilities

The Board recognises that the long-term success of the Group is reliant upon open communication with its internal and external stakeholders: investee companies, shareholders, contractors, suppliers, regulators and other stakeholders. The Group has close ongoing relationships with a broad range of its stakeholders and provides them via regular contact with the opportunity to raise issues and provide feedback to the Group. The Board regularly reviews and assesses its key resources and relationships and has established processes and systems to ensure that there is close oversight and contact with its minority investee companies and key stakeholders.

Principle Four

Risk Management

The Board is responsible for ensuring that procedures are in place and being implemented effectively to identify, evaluate and manage the significant risks faced by the Group, noting that the Group is primarily an operating company with some remaining minority investments in portfolio companies. A risk assessment matrix has been established by the Group and is updated at regular intervals. The following principal risks, and controls to mitigate them, have been identified:

Risk	Impact	Probability	Risk Level	Mitigating Actions & Controls	Risk Owner
Accept Exploration risks	High	High	Medium	Experience of the Board. CEO	CEO
Dependence on key personnel	High	Medium	Low	Key management have significant equity. Share options awarded. Exciting business opportunities.	CEO
Uninsured risk	Medium	Low	Low	Group’s exploration programmes are in the early stages with no mine development or operations in place as of yet.	CEO
Funding risk	High	Medium	Medium	Investments held and facilities in place to fund the Company for the foreseeable future.	CEO
CLOUDBREK DISCOVERY PLC CORPORATE GOVERNANCE REPORT 17
Financial risks	High	Medium	Medium	No debt held by the Group as at 30 June 2024. The Audit Committee are responsible for overseeing and managing this risk accordingly.	CEO
Investment risk	High	Medium	Medium	Investments are held in both listed and unlisted entities and the board monitor their investments in a regular basis. For unlisted investments the board have regular communication with the management team of the investee.	CEO

Principle Five

A Well Functioning Board of Directors

During the year, the Board comprises the Chief Executive Officer, Andrew Male, and two Non-Executive Directors, Paul Gurney (resigned 18 October 2024) and Emma Priestley. Biographical details of the current Directors are set out on the Company’s website. Executive and Non-Executive Directors are subject to re-election in accordance with both the requirements of the UK Companies Act 2006 and the Group’s articles of association (“Articles”). The Group’s Articles state that Directors are subject to re-election at intervals of no more than three years. The letters of appointment for all Directors stipulate the time commitment that each Director is expected to provide to the Group. The Board meets at least once a month. It has established an Audit Committee, the members of which are Paul Gurney (resigned 18 October 2024) and Emma Priestley. The Nominations Committee consists of Emma Priestley (Chair) and Paul Gurney (resigned 18 October 2024). A Remuneration Committee has been established and is composed of Emma Priestley (Chair) and Paul Gurney (resigned 18 October 2024). During the year, Emma Priestley and Paul Gurney (resigned 18 October 2024) are considered to be independent Directors and as such the Group is in compliance with the requirement to have a minimum of two independent Non- Executive Directors on its Board. The Company is actively looking to expand the board with new directors. The Nominations committee shall review further appointments and make recommendations to the Board. To date, in the current financial year, the Directors have a 100% record of attendance at Board meetings. Directors meet formally and informally both in person and by telephone.

Principle Six

Appropriate Skills and Experience of the Directors

The Board currently consists of two Directors, after the departure of Paul Gurney in October 2024. Westend Corporate LLP acts as the Company Secretary. The Group believes that the current balance of skills in the Board as a whole, reflects a very broad range of commercial and professional skills across geographies and industries and all of the Directors have experience in the natural resources sector and public markets.# CLOUDBREK DISCOVERY PLC CORPORATE GOVERNANCE REPORT

Information about the directors can be found on the website. The Board is kept abreast with developments of governance and London Stock Exchange (“LSE”) regulations. The Group’s lawyers provide updates on governance issues. The Directors have access to the Group’s company secretary, lawyers and auditors as and when required and are able to obtain advice from other external bodies when necessary.

Principle Seven Evaluation of Board Performance

Internal evaluation of the Board, the Committees and individual Directors is undertaken on an annual basis in the form of peer appraisal and discussions to determine the effectiveness and performance against targets and objectives, as well as the Directors’ continued independence. As a part of the appraisal the appropriateness and opportunity for continuing professional development whether formal or informal is discussed and assessed. This evaluation hasn’t been recorded formally of recent.

Principle Eight Corporate Culture

The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Group as a whole, which in turn will impact the Group’s performance. The Directors are very aware that the tone and culture set by the Board will greatly impact all aspects of the Group as a whole and the way that consultants or other representatives behave. The corporate governance arrangements that the Board has adopted are designed to instil a firm ethical code to be followed by Directors, consultants and representatives alike throughout the entire organisation. The Group strives to achieve and maintain an open and respectful dialogue with representatives, regulators, suppliers and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Group to successfully achieve its corporate objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that this flows through all that the Group does. The Directors consider that at present the Group has an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. The Group has adopted, with effect from the date on which its shares were admitted to LSE, a code for Directors’ dealings in securities which is appropriate for a company whose securities are traded on LSE and is in accordance with the requirements of the Market Abuse Regulation which came into effect in 2016. Issues of bribery and corruption are taken seriously, the Group has a zero-tolerance approach to bribery and corruption and has an anti-bribery and corruption policy in place to protect the Group, its directors and those third parties to which the business engages with. The policy is provided to management upon joining the business and training is provided to ensure that all directors within the business are aware of the importance of preventing bribery and corruption. Each director contract specifies that the director will comply with the policies. There are strong financial controls across the business to ensure on going monitoring and early detection.

Principle Nine Maintenance of Governance Structures and Processes

The Audit Committee was chaired by Paul Gurney throughout the year until his resignation on 18 October 2024, with Emma Priestley being the other and sole remaining member subsequent to year end. The Board has adopted appropriate delegations of authority which set out matters which are reserved for the Board. The Chairman is responsible for the effectiveness of the Board as well as primary contact with shareholders, while, as an operating company, execution of the Group’s strategy is delegated to the Chief Executive Officer. The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported. It receives reports from Group advisors and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee meets not less than twice in each financial year, and it has unrestricted access to the Group’s auditors.

In accordance with the Companies Act 2006, the Board complies with: a duty to act within their powers; a duty to promote the success of the Group; a duty to exercise independent judgement; a duty to exercise reasonable care, skill and diligence; a duty to avoid conflicts of interest; a duty not to accept benefits from third parties and a duty to declare any interest in a proposed transaction or arrangement. The Board notes requirement for the Group to meet the LSE Rules for Companies such that the Group is suitable at all times to remain admitted to trading on LSE. This includes the requirement for a governance structure compatible with this requirement. The Board retains full and effective control over the Group and holds regular meetings at which financial, operational and other reports are considered and where appropriate voted upon. The Board is responsible for the Group’s strategy and key financial and compliance issues.

There are certain matters that are reserved for the Board, they include:
* approval of the Group’s strategic aims and objectives;
* Review of Group performance and ensuring that any necessary corrective action is taken;
* Extension of the Group’s activities into new business or geographical areas;
* Any decision to cease to operate all or any part of the Group’s business;
* Major changes to the Group’s corporate structure and management and control structure;
* Any changes to the Group’s listing;
* Changes to governance and key business policies;
* Ensuring maintenance of a sound system of internal control and risk management;
* Approval of half yearly and Annual Report and accounts and preliminary announcements of final year results;
* Reviewing material contracts and contracts not in the ordinary course of business.

As the Group grows, the Directors will ensure that the governance framework remains in place to support the development of the business.

Principle Ten Shareholder Communication

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders in compliance with regulations applicable to companies quoted on the LSE market. All shareholders are encouraged to attend the Group’s AGM where they will be given the opportunity to interact with the Directors. Investors also have access to current information on the Group though its website, www.cloudbreakdiscovery.com, and via Andrew Male, Chief Executive Officer, who is available to answer investor relations enquiries. The Group shall include, when relevant, in its Annual Report, any matters of note arising from the Audit Committee (none for the current year). Copies of all Annual Reports, Notices of Meetings, Circulars sent to shareholders and Admission Documents (in respect of the last five years) are included on the Group’s website. If a significant proportion of votes was ever cast against a resolution by shareholders in General Meeting, the Group would, on a timely basis, provide an explanation of what actions it intends to take to understand the reasons behind that vote result, and, where appropriate, any different action it has taken, or will take, as a result of the vote.

Review

The Company has reviewed the new QCA code and assessed the potential impact on the Company for the next financial year. After review from management, it was concluded that the impact won’t be significant for the year ended 30 June 2025.

Emma Priestley
Non-Executive Director
30 January 2025

CLOUDBREAK DISCOVERY PLC INDEPENDENT AUDITOR’S REPORT

As at 30 June 2024

Opinion

We have audited the financial statements of Cloudbreak Discovery plc. (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 30 June 2024 which comprise the Group and Company Statements of Financial Position, the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Changes in Equity, the Group and Company Statements of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In our opinion:
* the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 30 June 2024 and of the group’s loss for the year then ended;
* the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
* the parent company financial statements have been properly prepared in accordance with UK-adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and
* the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to note 2.4 in the financial statements, which indicates that the group will need to raise additional funds either through debt or equity during the going concern period in order to fund operations and to meet its liabilities as they fall due. As stated in note 2.4, these events or conditions, indicate that a material uncertainty exists that may cast significant doubt on the group and parent company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group and parent company’s ability to continue to adopt the going concern basis of accounting included obtaining management’s assessment of going concern and associated cash flow forecasts for a period up to 31 December 2026. We reviewed the overall forecasts which included checking the mathematical accuracy and agreeing the opening position to cash balances. We also made enquiries of management to assess key inputs and assumptions made and drivers of the assessment which includes committed costs and performed sensitivity analysis on the forecasts. Key assumptions were agreed to supporting evidence where appropriate and considered the availability of funding or access to existing and additional working capital of the group. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. At the planning stage, materiality is used to determine the financial statement areas that are included within the scope of our audit and the extent of audit procedures during the audit.

The group was audited to a level of materiality for the financial statements as a whole (‘overall materiality’) of £57,000 (2023: £82,000), a benchmark calculated using 2% (2023: 2%) of gross assets of the group. We consider gross assets to be the most significant determinant of the group’s financial position and performance used by shareholders and investors for the current year and that the group’s future operations are being driven by investments and the performance of the subsidiaries.

The performance materiality applied at the group level was 75% (2023: 70%) of overall materiality of £42,750 (2023: £57,400). We have reported to those charged with governance and management misstatements during our audit work above £2,850 (2023: £4,100) for the group, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.

CLOUDBREAK DISCOVERY PLC
INDEPENDENT AUDITOR’S REPORT
As at 30 June 2024
21

The materiality applied to the parent company financial statements as a whole was £54,000 (2023: £58,000) being 2% of gross assets (2023: 2% of total expenditure). The expenditure benchmark was used in the prior year owing to the costs incurred to deliver on the parent company’s strategy. However, there was a change in its strategy this year with the parent company scaling back on expenditure to reorganise its business operations and we did not deem it appropriate to use this benchmark to set the materiality levels for the parent company this year. Using gross assets as a benchmark is considered to be of most relevancy as the exploration activities of the company are represented by gross assets.

Performance materiality applied was £40,500 (2023: £40,600) being 75% (2023: 70%) of parent company overall materiality. Performance materiality for the group and parent company was set at 75% of overall materiality due to our accumulated knowledge in respect of the group and the assessed level of risk associated with a listed company operating within the exploration sector.

For each component in the scope of our group audit, we allocated a materiality that is less than our group overall materiality. This ranged between £9,000 and £54,000 (2023: between £41,300 and £59,000).

Our approach to the audit

In designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. We looked at areas involving significant accounting estimates and judgement by the directors which includes the valuation of investments, including those at fair value through profit of loss (FVPL) and the consideration of future events that are inherently uncertain such as the recoverable value of the parent company’s investment in the subsidiaries. We also addressed the risk of management override of controls, including an evaluation of whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

Of the five components of the group, a full scope audit was performed on the complete financial information of two components which composed of the parent company and Cloudbreak Exploration Inc. (a Canadian subsidiary). The remaining components were subject to analytical review procedures only as they were not significant or material to the group. Of the two components of the group which we performed full scope audit, one is in Canada and one in the UK, audited in London. The audit of the group and parent company was conducted by the group audit team using a team with specific experience of auditing mining exploration entities and publicly listed entities.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Material uncertainty related to going concern section we have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter

Valuation and classification of investments in other entities (Note 6)

As disclosed in note 6 to the group financial statements, the carrying value of financial investments as at 30 June 2024 amounted to £417,217. Cloudbreak Exploration Inc. holds shares in other listed and non-listed companies as investments. Under International Financial Reporting Standard (IFRS) 9 Financial Instruments, these investments should be valued at fair value through profit or loss. Some investments are held under level 3 of the fair value hierarchy in accordance with IFRS 13 Fair Value Measurement which involves management judgement and estimation due to its lack of active market. There is a risk that these investments are incorrectly valued as at the year end. This is therefore considered to be a key audit matter.

How our scope addressed this matter

Obtaining the agreements underpinning the investments and understanding the key terms;
Obtaining proof of ownership;
Reviewing the accounting treatment to determine whether they are appropriately classified and valued in accordance with IFRS 9;
Assessing whether any commitments are being met;
Reviewing management’s fair value assessment and providing challenge to the assumptions made;

CLOUDBREAK DISCOVERY PLC
INDEPENDENT AUDITOR’S REPORT
As at 30 June 2024
22

Reviewing accounting entries made in respect of fair value adjustments to assess whether the basis of valuation is appropriate and fair value adjustments have been recorded correctly; and
Ensuring disclosures made in the financial statements in relation to critical accounting judgements are adequate.

Based on the procedures performed, we found management’s assessment of the carrying value and classification of investment in other entities to be supported by the underlying models and the judgements and estimates applied reasonable.

Key Audit Matter

Valuation of investments in subsidiary undertakings (Note 6) – parent company

Investments in subsidiary undertakings amounted to £19,296 in the parent company’s Statement of Financial Position. Given that the subsidiaries are dependent on financing from the parent company, there is a risk that the investments in subsidiary undertakings and associated loans provided by the parent company may not be fully recoverable. The estimated recoverable amount is subjective due to the inherent uncertainty involved in the assessment of early-stage exploration projects in the subsidiary undertakings, we considered the carrying value of the investments to be a key audit matter.

How our scope addressed this matter

Our work in this area included the following:

Obtaining confirmation of ownership of investments;
Considering the recoverability of investments with reference to the underlying net asset values and cashflow forecasts;
Reviewing the impairment assessment prepared by management and challenging the key inputs and estimates included therein; and
Ensuring disclosures made in the financial statements in relation to critical accounting judgements are adequate.

Based on the procedures performed, we deemed the carrying value of investment in subsidiaries, including any associated loans to be reasonable after the impairment charge recognised by management.# Valuation of convertible debenture receivables (Note 8) – group and parent company

As at 30 June 2024, the convertible debenture receivables amounted to £1,581,428 and it was noted that there was an amendment of the terms during the year. There is a risk that the valuation, classification and recoverability of these debentures have not been accounted properly or considered within the financial statements and that the debenture is therefore materially misstated. This is therefore considered to be a key audit matter.

Our work in this area included the following:

Obtaining the amended debenture agreements and noting the key terms and ensuring that the valuation and classification of the debenture receivable is correct;
Holding discussions with management to understand the accounting treatment applied in respect of the amendment of the terms, and providing challenge where appropriate in order to conclude whether the treatment is in accordance with IFRS and to conclude whether these debentures are recoverable;
Obtaining management’s detailed recoverability assessment of debenture receivables and reviewing the underlying assumptions made by management including validating these to financial information of the issuer and third party information as well as challenging management on whether the assumptions made were reasonable;
Reviewing the terms and conditions of the debenture agreement to ensure the issuer is in compliance with financial or operational covenants. If any covenants had been breached, assess whether such breach impacts the recoverability of the debenture, such as accelerated repayment demands or penalties; and
Ensuring that the transactions are properly presented and disclosed in the financial statements.

Based on the work performed, we are satisfied that the carrying value of the debenture receivable is not materially misstated.

CLOUDBREAK DISCOVERY PLC INDEPENDENT AUDITOR’S REPORT

As at 30 June 2024
23

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements and the part of the directors’ remuneration report to be audited are not in agreement with the accounting records and returns or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the statement of directors’ responsibilities the directors are responsible for the preparation of the group and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the group and parent company financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

CLOUDBREAK DISCOVERY PLC INDEPENDENT AUDITOR’S REPORT

As at 30 June 2024
24

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the group and parent company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, industry research, and application of cumulative audit knowledge and experience of the sector.
We determined the principal laws and regulations relevant to the group and company in this regard to be those arising from:
- Listing Rules;
- UK Companies Act 2006;
- Market Abuse Directive;
- The Money Laundering and Terrorist Financing (Amendment) Regulations 2019;
- Disclosure Guidance and Transparency Rules for listed entities;
- Local industry regulations where the group operates;
- Local tax and employment law; and
- Canadian tax law.
We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group and parent with those laws and regulations. These procedures included, but were not limited to:
- Making enquiries of management;
- Reviewing Regulatory News Service announcements (RNSs);
- Reviewing Board minutes; and
- Reviewing legal expense accounts.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential for management bias was identified in relation to the value and classification of investments in other entities and value of investments in subsidiaries and we addressed this by challenging the assumptions and judgements made by management when auditing these significant accounting estimates.
As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business and unusual transactions that do not appear to be in line with our understanding of business operations. Aside from the non-rebuttable presumption of a risk of fraud arising from management override of controls, we did not identify any significant fraud risks.
We have made inquiries with management to understand whether there were any instances of non-compliance with laws and regulations and whether there were any instances of fraud during the year.We have corroborated management responses through review of board minutes, review of legal expenses incurred and accrued for during the year and reviewed information available in pubic domain concerning the group and its subsidiary undertakings. We did not identify any instances of non-compliances and related fraud. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we CLOUDBREAK DISCOVERY PLC INDEPENDENT AUDITOR’S REPORT As at 30 June 2024 25 will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Other matters which we are required to address

The parent company was listed on London stock exchange on 3 June 2021. We were re-appointed as auditor of the public listed entity by the Audit Committee on 24 October 2023 to audit the financial statements for the year ending 30 June 2024. Our total uninterrupted period of engagement is 15 years, covering the periods ended 30 June 2010 to 30 June 2024, including the audit years prior to listing. The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we remain independent of the group and the parent company in conducting our audit. Our audit opinion is consistent with the additional report to the audit committee.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Daniel Hutson (Senior Statutory Auditor)
15 Westferry Circus
For and on behalf of PKF Littlejohn LLP
Canary Wharf
Statutory Auditor
London E14 4HD
30 January 2025

CLOUDBREAK DISCOVERY PLC STATEMENT OF FINANCIAL POSITION

As at 30 June 2024
Company number: 06275976

The Notes on pages 31 to 61 form part of these Financial Statements.

The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the Parent Company Income Statement and Statement of Comprehensive Income. The loss for the Company for the year ended 30 June 2024 was £2,011,221 (loss for year ended 30 June 2023: £8,781,189). The Financial Statements were approved and authorised for issue by the Board of Directors on 30 January 2025 and were signed on its behalf by:

Andrew Male
Chief Executive Officer

Group		30 June 2024 £	30 June 2023 £	Company	30 June 2024 £
Non-Current Assets
Royalty asset	7	1	1	-	-
Intangible assets	5	80,870	236,518	-	-
Investments	6	417,217	891,255	256,560	43,046
Investment in subsidiaries	6	-	-	19,296	1,997,048
Leased Asset		28,911	29,810	-	-
Convertible debenture receivables	8	-	475,168	-	475,168
		526,999	1,632,752	275,856	2,515,262
Current Assets
Trade and other receivables	10	185,925	243,177	87,797	77,254
Cash and cash equivalents	11	195,157	244,074	94,586	18,684
Convertible debenture receivables	8	1,581,428	1,583,892	1,581,428	1,583,892
		1,962,510	2,071,143	1,763,811	1,679,830
Total Assets		2,489,509	3,703,895	2,039,667	4,195,092

Current Liabilities
Trade and other payables	13	727,385	1,704,437	657,767	1,454,431
Convertible loan notes	14	43,248	-	43,248	-
		770,633	1,704,437	701,015	1,454,431
Total Liabilities		770,633	1,704,437	701,015	1,454,431
Net Assets		1,718,876	1,999,458	1,338,652	2,740,661

Equity attributable to owners of the Parent
Share capital	15	900,167	778,635	900,167	778,635
Share premium	15	17,239,349	16,753,221	17,239,349	16,753,221
Other reserves	17	162,365	519,045	17,864	340,716
Reverse asset acquisition reserve		(4,134,019)	(4,134,019)	-	-
Retained losses		(12,448,986)	(11,917,424)	(16,818,728)	(15,131,911)
Total Equity		1,718,876	1,999,458	1,338,652	2,740,661

CLOUDBREAK DISCOVERY PLC CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 June 2024

The Notes on pages 31 to 61 form part of these Financial Statements.

Continued operations	Note	Year ended 30 June 2024 £	Year ended 30 June 2023 (restated) £
Profit on disposal of exploration & evaluation asset sales		45,279	364,968
Administrative expenses	25	(943,302)	(3,855,925)
Foreign exchange (losses)/gains		50,529	(81,024)
Operating loss		(847,494)	(3,571,981)
Finance income	20	344,198	369,587
Finance costs		(214,841)	-
Other income		336,864	47,121
Impairment of loans	9	(172,221)	(128,607)
Impairment of debentures		(474,428)	-
Impairment of investments		(117,260)	-
Impairment of intangible assets		(107,684)	(12,636)
Other gains	21	633,113	17,913
Realised Loss on disposal investments	22	(71,071)	(866,421)
Unrealised fair value (loss)/gain on debentures		(3,204)	-
Unrealised fair value (loss)/gain on investments	6	(394,009)	309,896
Discontinued operations: Gain/(loss) from discontinued operations	28	232,071	(150,593)
Profit/(Loss) before income tax		(855,966)	(3,985,721)
Income tax	23	-	(12,178)
Loss for the year attributable to owners of the Parent		(855,966)	(3,997,899)

Basic and Diluted Earnings Per Share attributable to owners of the Parent during the period (expressed in pence per share)	Note	Year ended 30 June 2024 £	Year ended 30 June 2023 £
Continuing operations	24	(0.1)p	(1)p
Discontinuing operations		-	(0.0003)p

	Year ended 30 June 2024 £	Year ended 30 June 2023 £
Loss for the period	(855,966)	(3,997,899)
Other Comprehensive Income:
Items that may be subsequently reclassified to profit or loss
Currency translation differences	(33,828)	(123,367)
Other comprehensive income for the period, net of tax	(889,794)	(4,121,266)
Total Comprehensive Income attributable to owners of the parent	(889,794)	(4,121,266)

CLOUDBREAK DISCOVERY PLC CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2024

The Notes on pages 31 to 61 form part of these Financial Statements.

Note	Share capital £	Share premium £	Reverse asset acquisition reserve £	Other reserves £	Retained losses £	Total £
	Balance as at 1 July 2022	654,129	14,821,521	(4,134,019)	599,093	(7,919,525)
	Loss for the year	-	-	-	-	(3,997,899)
	Other comprehensive income for the year	-	-	-	-	-
	Items that may be subsequently reclassified to profit or loss	-	-	-	-	-
	Currency translation differences	-	-	-	(123,367)	-
	Total comprehensive income for the year	-	-	-	(123,367)	(3,997,899)
15	Issue of shares	124,506	1,934,700	-	-	-
15	Issue costs	-	(3,000)	-	-	-
16	Options Granted	-	-	-	36,723	-
16	Warrants Granted	-	-	-	6,596	-
	Total transactions with owners, recognised directly in equity	124,506	1,931,700	-	43,319	-
	Balance as at 30 June 2023	778,635	16,753,221	(4,134,019)	519,045	(11,917,424)
	Balance as at 1 July 2023	778,635	16,753,221	(4,134,019)	519,045	(11,917,424)
	Loss for the year	-	-	-	-	(855,966)
	Other comprehensive income for the year	-	-	-	-	-
	Items that may be subsequently reclassified to profit or loss	-	-	-	-	-
	Currency translation differences	-	-	-	(33,828)	-
	Total comprehensive income for the year	-	-	-	(33,828)	(855,966)
15	Issue of shares	121,532	486,128	-	-	-
16	Options lapsed	-	-	-	(75,281)	75,281
16	Warrants lapsed	-	-	-	(249,123)	249,123
14	Equity component of CLN	-	-	-	1,552	-
	Total transactions with owners, recognised directly in equity	121,532	486,128	-	(322,852)	324,404
	Balance as at 30 June 2024	900,167	17,239,349	(4,134,019)	162,365	(12,448,986)

CLOUDBREAK DISCOVERY PLC COMPANY STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2024

The Notes on pages 31 to 61 form part of these Financial Statements.

Note	Share capital £	Share premium £	Other reserves £	Retained losses £	Total equity £
	Balance as at 1 July 2022	654,129	14,821,521	297,397	(6,350,722)
	Loss for the year	-	-	-	(8,781,189)
	Total comprehensive income for the year	-	-	-	(8,781,189)
15	Issue of shares	124,506	1,934,700	-	-
15	Issue Costs	-	(3,000)	-	-
16	Options granted	-	-	36,723	-
16	Warrants Granted	-	-	6,596	-
	Total transactions with owners, recognised directly in equity	124,506	1,931,700	43,319	-
	Balance as at 30 June 2023	778,635	16,753,221	340,716	(15,131,911)
	Balance as at 1 July 2023	778,635	16,753,221	340,716	(15,131,911)
	Loss for the year	-	-	-	(2,011,221)
	Total comprehensive income for the year	-	-	-	(2,011,221)
15	Issue of shares	121,532	486,128	-	-
16	Options lapsed	-	-	(75,281)	75,281
16	Warrants lapsed	-	-	(249,123)	249,123
14	Equity component of CLN	-	-	1,552	-
	Total transactions with owners, recognised directly in equity	121,532	486,128	(322,852)	324,404
	Balance as at 30 June 2024	900,167	17,239,349	17,864	(16,818,728)

CLOUDBREAK DISCOVERY PLC STATEMENTS OF CASH FLOWS

For the year ended 30 June 2024

The Notes on pages 31 to 61 form part of these Financial Statements.```markdown
30 Group Company Note | Year ended 30 June 2024 £ | Year ended 30 June 2023 £ | Year ended 30 June 2024 £ | Year ended 30 June 2023 £
---|---|---|---|---
Cash flows from operating activities | | | |
Loss before income tax | (855,966) | (3,997,899) | (2,011,221) | (8,781,189)
Adjustments for: | | | |
Provision for bad debt | 211,824 | 287,052 | - | 140,000
Realised loss on investments | 71,071 | 866,421 | - | -
Change in fair value of investments | 394,009 | (309,896) | 150,354 | 14,961
Change in fair value of convertible debentures | 3,204 | 91,106 | 3,204 | 91,106
Impairment of loans and debentures | 646,649 | 128,607 | 563,306 | 52,444
Impairment of intangible assets | 107,684 | 12,636 | - | -
Impairment of investment | 117,260 | - | 411,231 | -
Impairment of intercompany investments | - | - | 1,144,380 | 6,056,544
Interest income | (262,885) | (369,587) | (199,299) | (309,274)
Finance cost | 177,000 | - | 177,000 | -
Income on consideration shares | 6 | (316,343) | - | (316,343)
Intercompany sales | - | - | - | (155,129)
Unrealised foreign exchange/(loss) | (45,753) | (100,977) | 937 | 30,448
Share option expenses | 25 | - | 43,306 | -
Increase in trade and other receivables | 10 | (293,998) | 773,143 | (187,218) | 1,614,494
(Decrease)/Increase in trade and other payables | 13 | (361,265) | 282,930 | (182,371) | 108,424
Net cash used in operating activities | (407,509) | (2,293,158) | (446,040) | (1,093,865)
Cash flows from investing activities | | | |
Funds received on sale of investment | 6 | 255,612 | 677,400 | - | -
Funds spent on investment | 6 | - | (58,649) | - | (58,007)
Funds spent on leased assets | - | (29,810) | - | -
Funds received on sale of exploration assets | 5 | 41,919 | 47,206 | - | -
Loans (to)/from subsidiaries | 6 | - | - | 422,140 | (732,651)
Interest received | 99,802 | 226,382 | 99,802 | 226,382
Exploration and evaluation expenses | - | (222,667) | - | -
Convertible debenture receivable | 8 | - | (503,499) | - | (503,499)
Net cash generated from (used in) investing activities | 397,333 | 136,363 | 521,942 | (1,067,775)
Cash flows from financing activities | | | |
Proceeds from issue of share capital | 15 | - | 2,059,206 | - | 2,059,206
Cost of shares issued | 15 | - | (3,000) | - | (3,000)
Loans granted | (38,741) | 34,085 | - | -
Net cash generated from financing activities | (38,741) | 2,090,291 | - | 2,056,206
Net (decrease)/increase in cash and cash equivalents | (48,917) | (66,504) | 75,902 | (105,434)
Cash and cash equivalents at beginning of year | 11 | 244,074 | 310,578 | 18,684 | 124,118
Cash and cash equivalents at end of year | 195,157 | 244,074 | 94,586 | 18,684

CLOUDBREAK DISCOVERY PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024

1. General information
The Company is a public limited company incorporated and domiciled in England (registered number: 06275976), which is listed on the London Stock Exchange. The registered office of the Company is 6 Heddon Street, London, W1B 4BT.

2. Summary of significant Accounting Policies
The principal Accounting Policies applied in the preparation of these Financial Statements are set out below. These Policies have been consistently applied to all the periods presented, unless otherwise stated.

2.1. Basis of preparation of Financial Statements
The Financial Statements have been prepared in accordance with UK-adopted international accounting standards (UK IAS) in accordance with the requirements of the Companies Act 2006. The Financial Statements have also been prepared under the historical cost convention. The Financial Statements are presented in Pounds Sterling rounded to the nearest pound. The preparation of financial statements in conformity with UK IAS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Consolidated Financial Statements are disclosed in Note 4.

2.2. New and amended standards
(a) New and amended standards mandatory for the first time for the financial periods beginning on or after 30 June 2024.
The International Accounting Standards Board (IASB) issued various amendments and revisions to International Financial Reporting Standards and IFRIC interpretations. The amendments and revisions were applicable on or after the year ended 30 June 2024 but did not result in any material changes to the financial statements of the Group.

(b) New standards, amendments and interpretations in issue but not yet effective or not yet endorsed and not early adopted.
Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:

Standard	Impact on initial application	Effective date
IAS 21 (Amendments)	Lack of Exchangeability	1 January 2025
IAS 9 (Amendments)	Classification and measurement of Financial Instruments	1 January 2026

The Group is evaluating the impact of the new and amended standards above which are not expected to have a material impact on the Group’s results or shareholders’ funds.

2.3. Basis of Consolidation
The Consolidated Financial Statements consolidate the financial statements of the Company and its subsidiaries made up to 30 June. Subsidiaries are entities over which the Group has control. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
• The contractual arrangement with the other vote holders of the investee;
• Rights arising from other contractual arrangements; and
• The Group's voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the period are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

CLOUDBREAK DISCOVERY PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024

Investments in subsidiaries are accounted for at cost less impairment within the Parent Company financial statements. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by other members of the Group. All significant intercompany transactions and balances between Group enterprises are eliminated on consolidation.

2.4. Going concern
The Group Financial Statements have been prepared on a going concern basis. The Directors are of the view that, the Group has funds to meet its planned expenses over the next 12 months from the date of these financial statements. As at 30 June 2024, the Group had cash and cash equivalents of £195,157. The Directors have prepared cash flow forecasts to 31 December 2025, which take into account the cost and operational structure of the Group and Parent Company, property option income, debenture interest and any existing licence and working capital requirements. These forecasts indicate that the Group and Parent Company’s cash resources are not sufficient to cover the projected expenditure for a period of 12 months from the date of approval of these financial statements. These forecasts indicate that the Group and Parent Company, in order to meet their operational objectives, and meets their expected liabilities as they fall due, will be required to raise additional funds within the next 12 months. In common with many entities in the resource sector, the Company will need to raise further funds within the next 12 months in order to meet its expected liabilities as they fall due. Whilst the Directors are confident that they will be secure the necessary funding, the current conditions do indicate the existence of a material uncertainty which may cast significant doubt about the ability of the Group and parent company to continue as a going concern. No adjustments have been made in the financial statements, should the Group not be able to continue as a going concern.

2.5. Foreign currencies
a) Functional and presentation currency
Items included in the Financial Information are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The functional currency of the parent company is Pounds Sterling as is the functional currency of the UK subsidiary which is Imperial Minerals (UK) Limited. The functional currency of the Canadian subsidiary, Cloudbreak Exploration Inc. is Canadian Dollars. The functional currency of the US subsidiaries, Cloudbreak Discovery (US) Ltd. and Cloudbreak Energy (US) Ltd. is US Dollars. The Financial Information in The Group’s overseas subsidiaries are translated in accordance with IAS 21 – The Effect of Changes in Foreign Exchange Rates. During the year ended 30 June 2024, the Company disposed of Kudu Resources and Kudu Resources Guinea as part of a settlement agreement.

b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates 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 in other comprehensive income.
```# CLOUDBREAK DISCOVERY PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2024

2.6. Fair value measurement

IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The resulting calculations under IFRS 13 affected the principles that the Company uses to assess the fair value, but the assessment of fair value under IFRS 13 has not materially changed the fair values recognised or disclosed. IFRS 13 mainly impacts the disclosures of the Company. It requires specific disclosures about fair value measurements and disclosures of fair values, some of which replace existing disclosure requirements in other standards.

2.7. Finance Income

Interest income is recognised using the effective interest method.

2.8. Other income

The other income of the Group comprises royalty income. It is measured at the fair value of the consideration received or receivable after deducting discounts and other withholding tax. The royalty income becomes receivable on extraction and sale of the relevant underlying commodity, and by determination of the relevant royalty agreement.

2.9. Cash and cash equivalents

Cash and cash equivalents comprise cash at hand and current and deposit balances with banks and similar institutions, which are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value. This definition is also used for the Statement of Cash Flows.

2.10. Trade and other receivables and prepaids

Trade receivables are amounts due from third parties in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.

2.11. Royalty assets at fair value through profit and loss

Royalty financial assets are recognised or derecognised on completion date where a purchase or sale of the royalty is under a contract, and are initially measured at fair value, including transaction costs. All of the Group’s royalty financial assets have been designated as at fair value through profit and loss (“FVTPL”). The royalty financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in the ‘revaluation of royalty financial assets’ line item of the income statement.

2.12. Investments in subsidiaries

Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment provision.

2.13. Intangible assets

Exploration and evaluation assets

The Group recognises expenditure as exploration and evaluation assets when it determines that those assets hold potential to be successful in finding specific resources. Expenditure included in the initial exploration and evaluation assets relate to the acquisition of rights to explore, topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities to evaluate the technical feasibility and commercial viability of extracting a resource. Capitalisation of pre-production expenditure ceases when the prospective property is capable of commercial production.

Exploration and evaluation assets are recorded and held at cost

Exploration and evaluation assets are not subject to amortisation, as such at the year-end all intangibles held have an indefinite life but are assessed annually for impairment. The assessment is carried out by allocating exploration and evaluation assets to cash generating units (‘CGU’s’), which are based on specific projects or geographical areas. The CGU’s are then assessed for impairment using the criteria specified in IFRS 6. Whenever the exploration for and evaluation of resources in cash generating units does not lead to the discovery of commercially viable quantities of resources and the Group has decided to discontinue such activities of that unit, the associated expenditures are written off to the Income Statement.

Exploration and evaluation assets recorded at fair-value on business combination

Exploration assets which are acquired as part of a business combination are recognised at fair value in accordance with IFRS 3. When a business combination results in the acquisition of an entity whose only significant assets are its exploration asset and/or rights to explore, the Directors consider that the fair value of the exploration assets is equal to the consideration. Any excess of the consideration over the capitalised exploration asset is attributed to the fair value of the exploration asset.

2.14. Impairment of non-financial assets

Assets that have an indefinite useful life, for example, intangible assets not ready to use, are not subject to amortisation and are tested annually for impairment. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Non-financial assets that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

2.15. Financial assets

The Group classifies its financial assets into one of the categories discussed below, depending on the purpose for which the asset was acquired. The Group's accounting policy for each category is as follows:

Fair Value through Profit or Loss (FVTPL)

Non-derivative financial assets comprising the Group's strategic financial investments in entities not qualifying as subsidiaries or jointly controlled entities. These assets are classified as financial assets at fair value through profit or loss. They are carried at fair value with changes in fair value recognised through the income statement. Where there is a significant or prolonged decline in the fair value of a financial investment (which constitutes objective evidence of impairment), the full amount of the impairment is recognised in the income statement. Due to the nature of these assets being unlisted investments or held for the longer term, the investment period is likely to be greater than 12 months and therefore these financial assets are shown as non-current assets in the Statement of financial position.

Amortised Cost

These assets comprise the types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. The Group's financial assets measured at amortised cost comprise trade and other receivables, convertible debenture receivables and cash and cash equivalents in the consolidated statement of financial position. Cash and cash equivalents include cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less, and – for the purpose of the statement of cash flows - bank overdrafts.

(a) Recognition and measurement

Amortised cost

Regular purchases and sales of financial assets are recognised on the trade date at cost – the date on which the Group commits to purchasing or selling the asset. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred, and the Group has transferred substantially all of the risks and rewards of ownership.

Fair value through the profit or loss

Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI are measured at FVTPL. The Group holds equity instruments that are classified as FVTPL as these were acquired principally for the purpose of selling. Financial assets at FTVPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss. Fair value is determined by using market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation technique utilised are (the ‘fair value hierarchy’):

Level 1: Quoted prices in active markets for identical items (unadjusted)
Level 2: Observable direct or indirect inputs other than Level 1 inputs
Level 3: Unobservable inputs (i.e. not derived from market data).

The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognised in the period they occur. The Group measures its investments in quoted shares using the quoted market price. For shares held in unlisted entities, the share price is based on the current financial and operational performance, as well as taking the potential of future plans into account. Unlisted investments whose fair value cannot be measured reliably, are measured at cost less impairment.

(b) 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 EIR.## CLOUDBREAK DISCOVERY PLC NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2024

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 exposures 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 those 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 applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, 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. Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward-looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset, based on analysis of internal or external information. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised. The Group considers a financial asset in default when contractual payments are 180 days past due. However, in certain cases, the Group may also consider a financial asset 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.

(d) Derecognition
The Group derecognises a financial asset only when the contractual rights to the 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 Investments
Non-derivative financial assets comprising the Group’s strategic financial investments in entities not qualifying as subsidiaries, associates or jointly controlled entities. These assets are classified as financial assets at fair value through profit or loss. They are carried at fair value with changes in fair value recognised through the income statement. Where there is a significant or prolonged decline in the fair value of a financial investment (which constitutes objective evidence of impairment), the full amount of the impairment is recognised in the income statement. Listed investments are valued at closing bid price on 30 June 2024. Unlisted investments that are not publicly traded and whose fair value cannot be measured reliably, are measured at cost less impairment.

2.17. Equity
Equity comprises the following:
* “Share capital” represents the nominal value of the Ordinary shares;
* “Share Premium” represents consideration less nominal value of issued shares and costs directly attributable to the issue of new shares;
* “Reverse asset acquisition reserve” represents the retained losses of the Company before acquisition and the Company equity at reverse acquisition.
* “Other reserves” represents the foreign currency translation reserve, warrant reserve and share option reserve where;
* “Foreign currency translation reserve” represents the translation differences arising from translating the financial statement items from functional currency to presentational currency;
* “Warrant reserve” represents share warrants awarded by the Group;
* “Share option reserve" represents share options awarded by the Group;
* “Retained deficit or losses” represents retained losses.

2.18. Share based payments
The Group operates an equity-settled, share-based scheme under which the Group receives services from employees or contractors as consideration for equity instruments (options and warrants) of the Group. The fair value of the third-party suppliers’ services received in exchange for the grant of the options is recognised as an expense in the Income Statement or charged to equity depending on the nature of the service provided. The value of the employee services received is expensed in the Income Statement and its value is determined by reference to the fair value of the options granted:
* including any market performance conditions;
* excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales growth targets, or remaining an employee of the entity over a specified time period); and
* including the impact of any non-vesting conditions.
The fair value of the share options and warrants are determined using the Black Scholes valuation model. Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense or charge is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the Income Statement or equity as appropriate, with a corresponding adjustment to a separate reserve in equity. When the options are exercised, the Group issues new shares. The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium when the options are exercised.

2.19. Taxation
No current tax is payable for the year ended 30 June 2024 in view of the losses to date for all entities in the Group (2023: £12,178). Deferred tax is recognised for using the liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets (including those arising from investments in subsidiaries), are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be used. Deferred tax liabilities will be recognised for taxable temporary differences arising on investments in subsidiaries except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. Deferred tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted by the statement of financial position date and are expected to apply to the period when the deferred tax asset is realised or the deferred tax liability is settled. Deferred tax assets and liabilities are not discounted.

Financial risk management
The Group’s activities expose it to a variety of financial risks: market risk (foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk.# CLOUDBREAK DISCOVERY PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2024

The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. None of these risks are hedged. Risk management is carried out by the Canadian based management team under policies approved by the Board of Directors.

3.1. Treasury policy and financial instruments

During the years under review, the financial instruments were cash and cash equivalents, shares in listed and unlisted companies and other receivables which were or will be required for the normal operations of the Group. The Group operates informal treasury policies which include ongoing assessments of interest rate management and borrowing policy. The Board approves all decisions on treasury policy. The risks arising from the Group’s financial instruments are liquidity and interest rate risk. The Directors review and agree policies for managing these risks and they are summarised below:

Unlisted investments

The Company is required to make judgments over the carrying value of investments in unquoted companies where fair values cannot be readily established and evaluate the size of any impairment required. It is important to recognise that the carrying value of such investments cannot always be substantiated by comparison with independent markets and, in many cases, may not be capable of being realised immediately. Management’s significant judgement in this regard is that the value of their investment represents their cost less previous impairment.

Market risk & foreign currency risk

The Group is exposed to market risk, primarily relating to interest rate and foreign exchange movements. The Group does not hedge against market or foreign exchange risks as the exposure is not deemed sufficient to enter into forwards or similar contracts.

Credit risk

Credit risk arises from cash and cash equivalents as well as outstanding receivables. The amount of exposure to any individual counter party is subject to a limit, which is assessed by the Board. The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk.

Liquidity risk and interest rate risk

The Group seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. This is achieved by the close control by the Directors of the Group in the day-to-day management of liquid resources. Cash is invested in deposit accounts which provide a modest return on the Group’s resources whilst ensuring there is limited risk of loss to the Group.

3.2. Capital risk management

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

4. Critical accounting estimates and judgements

The preparation of the Financial Information in conformity with UK adopted IASs 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 Information and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce this Financial Information. Estimates and judgements 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:

Share based payment transactions

The Group has made awards of options and warrants over its unissued share capital to certain Directors and employees as part of their remuneration package. Certain warrants have also been issued to shareholders as part of their subscription for shares and to suppliers for various services received. The valuation of these options and warrants involves making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and forfeiture rates.

Classification of royalty arrangements: initial recognition and subsequent measurement

The Directors must decide whether the Group’s royalty arrangements should be classified as:
* Intangible assets in accordance with IAS 38 Intangible Assets; or
* Financial assets in accordance with IFRS 9 Financial Instruments

The Directors use the following selection criteria to identify the characteristics which determine which accounting standard to apply to each royalty arrangement:

Type 1 – Intangible assets: Royalties, are classified as intangible assets by the Group. The Group considers the substance of a simple royalty to be economically similar to holding a direct interest in the underlying mineral asset. Existence risk (the commodity physically existing in the quantity demonstrated), production risk (that the operator can achieve production and operate a commercially viable project), timing risk (commencement and quantity produced, determined by the operator) and price risk (returns vary depending on the future commodity price, driven by future supply and demand) are all risks which the Group participates in on a similar basis to an owner of the underlying mineral licence. Furthermore, in a royalty intangible, there is only a right to receive cash to the extent there is production and there are no interest payments, minimum payment obligations or means to enforce production or guarantee repayment. These are accounted for as intangible assets under IAS-38.

Type 2 – Financial royalty assets (royalties with additional financial protection): In certain circumstances where the risk is considered too high, the Group will look to introduce additional protective measures. This has taken the form of minimum payment terms. Once an operation is in production, these mechanisms generally fall away such that the royalty will display identical characteristics and risk profile to the intangible royalties; however, it is the contractual right to enforce the receipt of cash which results in these royalties being accounted for as financial assets under IFRS 9. There are currently no royalties classified as financial royalty assets.

Estimated impairment of convertible loan notes receivable & Convertible debenture receivables

Anglo African Minerals Plc (‘AAM’)

The Group has assessed whether the AAM convertible loan notes receivable which has been previously fully impaired in the prior year, should remain impaired in the current year or be reversed. They have reassessed this asset and determined that there are no conditions to reverse the impairment.

G2 Energy Corp. (“G2”)

The Group also assessed whether the G2 convertible debenture receivable should be impaired and based on the current production levels and the programme at the Masten Unit Energy Project, they have determined it should not be impaired as G2, through the funding from the Company, now have the funds required to undertake the exploration activity and advance the project. The terms of the debenture are still being met by both parties and G2 are expected to pay the necessary interest payments. The directors assessed this debenture in accordance with IFRS standards and concluded it is a financial asset accounted for as amortised cost as the financial asset is held within a business model with the objective to hold and collect the contractual cash flows which is in the form of interest and principal payments.

As part of the debenture agreement, the Group received a 3.25% Overriding Royalty Interest in the project which has limited production and revenues. In accordance with IFRS the directors have assessed the royalty interest and accounted for it as intangible assets in accordance with IAS 38 because there is only a right to receive cash to the extent there is production and there are no interest payments, minimum payment obligations or means to enforce production or guarantee repayment. These are accounted for as intangible assets under IAS 38.

The directors considered the fair value of the royalty assets which they receive in exchange as part of the debenture agreement for which they did not pay any consideration. Fair value is determined based on discounted cash flow models (and other valuation techniques) using assumptions considered to be reasonable and consistent with those that would be applied by a market participant. The determination of assumptions used in assessing fair values is subjective and the use of different valuation assumptions could have a significant impact on financial results. The current royalty covers a very small production site. During the year ended 30 June 2024, £39,000 was received, with a total of £98,000 being received to date from this royalty. Following their assessment, the directors concluded that the fair value of the royalty agreement was not material and has not been recognised as intangible asset. The group is in regular communication with G2 and is monitoring the results of its exploration activities that will be undertaken as the result of the funding by the Group to G2.

Texas Legacy Exploration LLC (“Texas Legacy”)

The Group assessed whether the Texas Legacy convertible debenture receivable should be impaired. After review from management, it was agreed that the debenture be impaired in full as it was no longer recognised as a debenture and was converted to royalty. As a result of the impairment, the initial $600k payment was no longer considered payable.However, royalty payments will be received should production commence in the future.

Unlisted investments

The Group is required to make judgments over the carrying value of investments in unquoted companies where fair values cannot be readily established and evaluate the size of any fair value movement required. It is important to recognise that the carrying value of such investments cannot always be substantiated by comparison with independent markets and, in many cases, may not be capable of being realised immediately. Management’s significant judgement in this regard is that the value of their investment represents the entities financial and operational performance, as well as their future potential. This valuation method was considered the most appropriate by management due to the limited information available related to the unlisted investments as at 30 June 2024. Management have assessed whether any fair value movement on the unlisted investments is required at 30 June 2024 and have fully impaired one of their investments due to the lack of reported activity and updates from the company.

Recovery of other receivables

Included in other receivables is an amount of £140,000 as at 30 June 2024 in respect of unpaid ordinary share capital issued on 3 June 2021. The Directors plan to take action to recover the amount owed and believe that the amount will be recovered in full in due time, but because this outcome is not certain and the balance has been owed for an extended period, a provision for bad debt for the full amount has been implemented. This was recognised in the prior year ended 30 June 2023 and still deemed appropriate to include in the year ended 30 June 2024.

Valuation of exploration and evaluation assets

Exploration and evaluation costs have a carrying value of 30 June 2024 of £80,870 (2023: £236,518). Such assets have an indefinite useful life as the Group has the right to renew exploration licenses or options and the asset is only amortised once extraction of the resource commences. The value of the Group’s exploration and evaluation expenditure will be dependent upon the success of the Group in discovering economic and recoverable resources, especially in the countries of operation where political, economic, legal, regulatory and social uncertainties are potential risk factors. The future revenue flows relating to these assets is uncertain and will also be affected by competition, relative exchange rates and potential new legislation and related environmental requirements. The Group’s ability to continue its exploration programs and develop its projects is dependent on future fundraisings. The ability of the Group to continue operating within some of the jurisdictions contemplated by management is dependent on a stable political environment which is uncertain based on the history of the country. This may also impact the Group’s legal title to assets held which would affect the valuation of such assets.

There have been no changes made to any past assumptions. The Directors have undertaken a review to assess whether circumstances exist which could indicate the existence of impairment as follows:
* The Group no longer has title to mineral leases or the title will expire in the near future and is not expected to be renewed.
* A decision has been taken by the Board to discontinue exploration due to the absence of a commercial level of reserves.
* Sufficient data exists to indicate that the costs incurred will not be fully recovered from future development and participation.
* No further exploration or evaluation is planned or budgeted.

Following their assessment, the Directors concluded that an impairment charge of £107,684 (2023: £12,636) was necessary on the Northern Treasure property because the claims on the property had lapsed, and the Directors agreed that it shouldn’t be renewed.

CLOUDBREAK DISCOVERY PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024 40

5. Intangible assets

As at June 30, 2024, the Group’s exploration and evaluation assets are as follows:

Group Exploration & Evaluation Assets	30 June 2024 £	30 June 2023 £
South Timmins, British Columbia	1	1
Atlin West Property	1	1
Yak Property	1	1
Rizz Property	1	1
Icefall Property	1	1
Northern Treasure Property	-	111,023
Rupert Property, British Columbia	1	1
Apple Bay Property, British Columbia	1	1
Foggy Mountain, British Columbia	-	43,220
Bobcat Property, Idaho	46,733	48,183
Elk Creek, Pennsylvania	34,130	34,085
As at June 30	80,870	236,518

As at June 30, 2024, the Group’s reconciliation of exploration and evaluation assets are as follows:

Group Exploration & Evaluation Assets	30 June 2024 £	30 June 2023 £
Cost
As at 1 July	236,518	78,694
Additions	-	222,667
Disposals	(41,919)	(47,206)
Impairments	(107,684)	(12,636)
Forex movement	(6,045)	(5,001)
As at June 30	80,870	236,518

South Timmins Property, Canada

During the year ended June 30, 2021, the Group paid $27,540 CAD (£16,080) in asset staking costs to acquire twelve mineral titles in Ontario, Canada known as the South Timmins property. On 23 September 2021, the Group entered into an option agreement with 1315956 BC Ltd , under which 1315956 BC Ltd may acquire up to a 100% interest in the Group’s South Timmins property subject to a 1% net smelter return (“NSR”) to the Group. In order for 1315956 BC Ltd to fully exercise the option on the South Timmins Property, they must pay the Group an aggregate of $495,000 CAD, issue 2,250,000 common shares of 1315956 BC Ltd and incur exploration expenses of $1,515,000 with a minimum of $265,000 CAD in the first year. To date, the Group has received cash payments of $270,000 (£157,579) and 500,000 shares in relation to the option payments due under the agreement. At the year ended 30 June 2024, a total balance of $75,000 CAD (£43,367) was owed to the group in relation to the option payments due under the agreement. 750,000 shares were also outstanding during the period as part of the agreement, which are yet to be received. After a review from management related to recoverability, the total balance owed was written off as bad debt.

CLOUDBREAK DISCOVERY PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024 41

Atlin West, Canada

On August 9 2021, the Group entered into an option agreement with 1315843 BC Ltd to purchase 100% of the rights to the Atlin West Project located in British Columbia, Canada. To earn a 100% interest, 1315843 BC Ltd would have to make aggregate cash payments of $700,000 CAD, issue 8,000,000 shares in 1315843 BC Ltd and will make payments of $325,000 over a three-year period to Cloudbreak. Upon completion of the work Cloudbreak would transfer 100% interest. Cloudbreak will retain a net 2% NSR. The Group has previously received cash payments of $100,000 CAD (£79,086) and 3,000,000 shares in relation to the option payments due under the agreement. At the year ended 30 June 2024, a total balance of $75,000 CAD (£43,367) was owed to the group in relation to the option payments due under the agreement. 2,500,000 shares were also due during the period as part of the agreement. After a review from management related to recoverability, the total balance owed was written off as bad debt.

Yak, Canada

On October 13 2021, the Group entered into an option agreement with Moonbound Mining Ltd (‘Moonbound’). In respect of the Yak Project located in British Columbia, Canada. Moonbound would issue Cloudbreak 2,700,000 common shares and make aggregate cash payments of $145,000 CAD over a three-year period. Additionally, Moonbound will commit to spending up to $700,000 CAD in exploration expenditure on the property and enter into a public transaction within six months of the agreement. Upon completion of the obligations, Cloudbreak will transfer 100% interest and retain a net 2% NSR. The Group has previously received cash payments of $35,000 CAD (£20,903) and 700,000 shares in relation to the option payments due under the agreement. At the year ended 30 June 2024, the total amount outstanding was $35,000 CAD (£20,521). After a review from management related to recoverability, the total balance owed was written off as bad debt.

Rizz, Canada

On February 25 2022, the Group entered into an option agreement with 1311516 BC Ltd in respect of the Rizz Project in British Colombia, Canada. 1311516 BC Ltd will issue 3,000,000 common shares to Cloudbreak and make an aggregate of $120,000 CAD in cash payments to the Group. Additionally, 1311516 BC Ltd will commit to spending up to $750,000 CAD in exploration expenditure on the property over three years. This will need to be done to earn an interest of 75% in the project. Upon completion of the terms, Cloudbreak and 1311516 BC Ltd will enter a joint venture in which each party will be responsible for its pro-rata share of expenditures on the project. Up to 30 June 2022, the Group received cash payments of $25,000 CAD and 3,000,000 shares in relation to the option payments due under the agreement. At 30 June 2023, $25,000 CAD (£14,931) was due as a cash payment and is still owed to the Group of in relation to the option payments due under the agreement. After a review from management related to recoverability, the balance owed was written off as bad debt. At the year ended 30 June 2024, the total amount outstanding was $50,000 CAD (£29,316). After a review from management related to recoverability, the balance owed was written off as bad debt.

Icefall, Canada

On March 3 2022, the Group entered into an option agreement with 1311516 BC Ltd in respect of the Icefall Project in British Colombia, Canada. 1311516 BC Ltd will issue 2,000,000 common shares to Cloudbreak’s subsidiary Cloudbreak Exploration Inc. and make an aggregate of $120,000 CAD in cash payments to the Group. Additionally, 1311516 will commit to spending up to £700,000 CAD in exploration expenditure on the property over three years. This will need to be done to earn an interest of 75% in the project.# CLOUDBREAK DISCOVERY PLC NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2024

Upon completion of the terms Cloudbreak and 1311516 BC Ltd will enter a joint venture in which each party will be responsible for its pro-rata share of expenditures on the project. Up to 30 June 2022, the Group has received cash payments of $25,000 CAD and 2,000,000 shares in relation to the option payments due under the agreement. During the year ended 30 June 2023 $25,000 CAD (£14,931) was due as a cash payment and is still owed to the Group in relation to the option payments due under the agreement. After a review from management related to recoverability, the balance owed was written off as bad debt. At the year ended 30 June 2024, the total amount outstanding was $50,000 CAD (£29,316). After a review from management related to recoverability, the balance owed was written off as bad debt.

Northern Treasure, Canada

During 2022, the Group staked the Northern Treasure property for $50,645 CAD which is located in Northern British Columbia. On 28 October 2022, Cloudbreak announced that Precision GeoSurveys has completed a high-resolution helicopter-borne magnetic survey over the Northern Treasure Project in British Columbia. Following their assessment, the Directors impaired the Northern Treasure property in full after the claims on the property lapsed, and the Directors agreed that it shouldn’t be renewed.

Rupert, Canada

On September 11, 2018, the Group entered into an asset purchase agreement with a company controlled by a director of the Group and two unrelated persons to purchase the Rupert Property, located in British Columbia, Canada. As consideration for the property, the Group issued 2,000,000 common shares valued at $100,000 CAD (£59,000) and granted a 2% NSR. At any time, 1% of the NSR can be purchased by the Group for $1,500,000 CAD. Of the common shares issued to acquire the property, 1,000,000 were issued to a company that was controlled by a director of the Group. The Group also agreed to incur aggregate expenditures on the property of $800,000 ($100,000 CAD - £59,000 incurred).

On December 11, 2020, the Group sold the Rupert Property to Buscando Resources Corp. (“Buscando”), a company with a director in common. Payments to be received by the Group are as follows:

$150,000 CAD in total cash payments with $25,000 CAD (£14,750) on closing (received), $50,000 CAD on or before 12 months after Buscando is listed on a public exchange (still owed at 30 June 2024), $75,000 CAD on or before 24 months after Buscando is listed on a public exchange;
3,750,000 shares in total issued to the Group with 1,000,000 shares issued on closing (received and valued at $50,000 CAD – £29,500 in the year ended 30 June 2023), 1,250,000 on or before 12 months after Buscando is listed on a public exchange (received and valued at $125,000 CAD - £74,653 in the year ended 30 June 2023), 1,500,000 on or before 24 months after Buscando is listed on a public exchange; and
$200,000 expenditures incurred on the property with $100,000 CAD on or before 12 months after Buscando is listed on a public exchange, $100,000 CAD on or before 24 months after Buscando is listed on a public exchange.

As a result of the sale to Buscando, the original vendors waived the exploration commitments required by the Group under the September 11, 2018, agreement. As at the 30 June 2024, this asset was fully impaired.

Stateline, United States

On February 9 2022, Cloudbreak and Alianza Minerals entered into an option agreement with Volt Lithium Corp (formerly known as Allied Copper Corp) in respect of the Stateline Project in Colorado, United States. Volt Lithium will issue the alliance (Cloudbreak and Alianza Minerals) 4,250,000 common shares over a three-year period and make aggregate cash payments of $315,000 CAD ($40,000 CAD paid) with a further $50,000 CAD due on closing. Additionally, Volt Lithium will commit to spending up to £3,750,000 CAD in exploration expenditure on the property over three years. The alliance will retain a net 2% NSR, not subject to a buy down provision.

On August 9 2022, Cloudbreak and Alianza Minerals agreed to amend the terms of the Stateline option agreement with Volt Lithium entered into on 9 February 2022. Under the modified terms, Volt Lithium will be able to delay the issuance of shares and warrants whilst keeping the agreement in good standing. Outstanding Volt Lithium shares will become payable to Alianza and Cloudbreak as either party reduces its equity holding through sale or other type of divesture, or if additional shares are issued in Volt Lithium which would dilute either party’s holdings. Up to 30 June 2022, the Group has received cash payments of $65,000 CAD and 250,000 shares in relation to the option payments due under the agreement. To date, the Group has received cash payments of $25,000 CAD (£14,931) and 250,000 shares in relation to the option payments due under the agreement. On 11 August 2023, the option agreement was terminated by Volt Lithium so no further payments will be received. No amount was outstanding at 30 June 2024.

Foggy Mountain, Canada

In April 2022, the Group staked the Foggy Mountain property which is located in Central British Columbia. On 19 October 2022, Cloudbreak announced that that it has completed a reconnaissance surface programme at the property. During the year ended 30 June 2024, the Foggy Mountain Property was disposed as part of a settlement agreement.

Bobcat, United States

On 6 December 2022, the Group entered a holding and cost share agreement with Longford Capital Corp pertaining to the holding, exploration, operations and development of the Bob Cat property in Idaho. The Group acquired 50% interest in the property for $60,000 USD (£47,517).

Elk Creek, United States

On 21 November 2022, the Group acquired an oil and gas lease for $43,157 USD (£34,178), for a property based in Pennsylvania, USA. The lease gives the Group full permission to conduct any and all due diligence on the leased premises, which includes inspections, tests, environmental assessments, soil studies, surveys and more.

6. Investments in subsidiary undertakings

Company	30 June 2024 £	30 June 2023 £
Shares in Group Undertakings
At beginning of period	1,997,048	7,252,886
Shares transferred to CEI	-	(5,000)
Impairments	(1,555,612)	(6,056,544)
At end of period	441,436	1,191,342
(Repayments)/Loans to group undertakings	(422,140)	805,706
Total	19,296	1,997,048

Company	30 June 2024 £	30 June 2023 £
Investments held by Company
At beginning of the period	43,046	68,056
Shares transferred to CEI	-	(68,056)
G2 Energy Corp	47,525	58,007
Lonestar Lithium Ltd	316,343	-
Fair value movement	(150,354)	(14,961)
Total	256,560	43,046

Subsidiaries

Details of the subsidiary undertakings at 30 June 2024 are as follows:

Name of subsidiary	Registered office address	Country of incorporation and place of business	Proportion of ordinary shares held by parent (%)	Proportion of ordinary shares held by the Group (%)	Nature of business
Imperial Minerals (UK) Limited	6th Floor, 60 Gracechurch Street, London, EC3V 0HR	United Kingdom	100%	100%	Dormant
Cloudbreak Exploration Inc.	Suite 520/999 West Hastings Street, Vancouver BC V6C2W2	Canada	100%	100%	A mineral property project generator
Cloudbreak Discovery (US) Ltd.	1209 Orange Street, Wilmington, New Castle, Delaware, 19801	USA	100%	100%	Mineral exploration projects
Cloudbreak Energy (US) Ltd.	1209 Orange Street, Wilmington, New Castle, Delaware, 19801	USA	100%	100%	Oil and Gas acquisitions

During the year ended 30 June 2024, Kudu Resources Limited and Kudu Resources Guinea were disposed as part of a settlement agreement with Cronin Services. The terms of the agreement also included the transfer of 950,000 Temas Resources shares, 1,700,000 shares in Buscando Resources Corp., in addition to the Foggy Mountain property being transferred.

During the year ended 30 June 2024, the loan and investment balances of the Company held in Cloudbreak Exploration Inc. (‘CEI’) were impaired by a total of £1,555,611. This was agreed after reviewing the net asset value of the subsidiary and adjusting the value of the investment and loan balance with CEI accordingly.

Investments held by Group

Financial assets at fair value through profit or loss are as follows:

	Level 1 £	Level 2 £	Level 3 £	Total £
30 June 2023	771,725	-	119,530	891,255
Additions	363,868	-	-	363,868
Disposals	(255,612)	-	-	(255,612)
Fair value changes	(394,009)	-	-	(394,009)
Realised loss on investments	(71,071)	-	-	(71,071)
Foreign exchange	2,273	-	(3,844)	(1,571)
Impairment	-	-	(115,643)	(115,643)
30 June 2024	417,174	-	43	417,217

As at June 30, 2024, investments were classified as held for trading and recorded at their fair values based on quoted market prices (if available). Investments that do not have quoted market prices are measured at cost due to the limited amount of information available related to the fair value of the investments. Calidus Resources Corp. and Canary Biofuels Inc. are Level 3 investments, all other investments listed below are Level 1.

Temas Resources Corp.

On September 23, 2020, the Group sold its La Blache property to Temas Resources Corp. (“Temas”) for a cash payment of $30,000 CAD (£17,517) and 10,000,000 Temas shares which had a value at the time of $2,000,000 CAD (£1,167,815). The Group retained a 2% NSR on the La Blache property. The Temas shares are subject to pooling restrictions with 2,500,000 Temas shares released March 23, 2021, and 7,500,000 Temas released September 23, 2021. In 2022, the Group sold 29,000 shares for $2,020 CAD (£1,290).## Temas Resources

During the year ended 30 June 2023 the Group sold 457,000 of their shares in Temas Resources for a total of $28,474 CAD (£17,006) and had a share consolidation with a ratio of 9:1. At 30 June 2023, the fair value of the Temas Resources shares was $147,996 CAD (£88,230).

During the year ended 30 June 2024, the Group sold all of their shares in Temas Resources for a total of $63,531 CAD (£36,735).

Norseman Silver Inc.

On 23 August 2021, the Group received 380,000 shares in Norseman from the option agreement for the Silver Switchback property for $129,200 CAD (£74,235). On 31 May 2021, the Group received 1,000,000 shares in Norseman from the option agreement for the Caribou property for $170,000 CAD (£108,575).

During the year ended 30 June 2022, the Group sold 1,766,500 shares in Norseman for a total of $352,002 CAD (£208,888).

During the year ended 30 June 2023, the Group received 1,200,000 warrants and sold their shares in Norseman for a total of $528,200 CAD (£315,455).

During the year ended 30 June 2024, the 1,200,000 warrants expired. There was no additional activity during the year ended 30 June 2024 from the Group related to their investment in Norseman Silver.

Buscando Resources Corp.

On December 31, 2020, the Group sold the Rupert property to Buscando, in exchange for 1,000,000 shares in Buscando at a value of $50,000 CAD (£29,195).

During the year ended 30 June 2022, the Group purchased an additional 50,000 shares in Buscando for a total of $6,840 CAD (£4,305).

During the year ended 30 June 2023, the Group purchased 10,000 shares for a total of $1,080 CAD (£645) and received 1,250,000 shares for $0.10 CAD each from the Rupert Property option agreement. At 30 June 2023, fair value of the Buscando shares was $246,000 CAD (£146,657).

During the year ended 30 June 2024, the Group received 150,000 shares from Buscando Resources, and sold 1,700,000 for a total of $59,500 CAD (£34,405) as part of the settlement agreement outlined in note 6. At 30 June 2024, fair value of the Buscando shares is $106,400 CAD (£61,524).

Linceo Resources Corp.

On August 17, 2019, the Group sold the Granny Smith and Fuji mineral claims to Linceo Media Group (“Linceo”), a company with a director in common, for 4,000 shares in Linceo at a value of $47,600 CAD (£27,793) and retained a 2.5% NSR on each property.

During the year ended June 30, 2021, the Group impaired the shares in Linceo to $1. Management assessed the value at year end and confirmed there is no further changes to the fair value of the Linceo shares.

AAM shares

On June 2, 2021, the Group acquired 12,500,000 AAM share purchase warrants that had a conversion price of $0.03 USD and expiry date of July 1, 2021 and acquired 11,000,000 AAM ordinary shares. The Group issued 1,200,000 ordinary shares to acquire the 12,500,000 AAM share purchase warrants (£36,000 value) and 3,520,000 ordinary shares (£105,600 value) to acquire the 11,000,000 AAM ordinary shares.

The warrants expired on July 1, 2021, with the £36,000 impaired to $1.

During the year ended June 30, 2021, the Group impaired the shares in AAM to $1. Management assessed the value at year end and confirmed there is no further changes to the fair value of the AAM shares.

Calidus Resources Corp.

On September 1, 2021, the Group received 500,000 shares from Calidus Resources Corp. for the option agreement for the South Timmins property for $500 CAD (£320). This is a level 3 investment, with no public information available so management have kept the value at cost.

Volt Lithium Corp (formerly known as Allied Copper Corp.)

On 3 February 2022, the Group received 1,000,000 shares from Volt Lithium Corp. from the option agreement for the Klondike project for $225,000 (£130,661).

During the year ended 30 June 2023, the Group sold 959,500 shares in Volt Lithium Corp. for a total of $249,082 CAD (£148,758). At 30 June 2023, fair value of the Volt Lithium Corp. shares was $75,530 CAD (£45,029).

During the year ended 30 June 2024, the Group sold all of their shares in Volt Lithium Corp. for a total of $70,170 CAD (£40,574).

Canary Biofuels Inc.

On 28 June 2022, the Group purchased 59,700 shares from Canary Biofuels Inc. for $200,095 (£127,753). This is a level 3 investment, with no public information available so management have kept the value at cost. At 30 June 2023, the cost of the Canary Biofuels Inc. shares was $200,095 CAD (£119,230). This value remained the same for the year ended 30 June 2024.

After review from management, the investment in Canary Biofuels Inc. was impaired in full in the year ended 30 June 2024 due to the lack of activity within the company.

Lithos Energy Inc. (formerly known as Alchemist Mining Inc.)

On 14 January 2022, the Group purchased 1,250,000 shares from Lithos Energy Inc. for $93,750 (£54,184).

During the year ended 30 June 2023, the Group sold 305,000 shares in Lithos Energy for a total of $106,022 (£63,319). At 30 June 2023, fair value of the Lithos Energy shares was $614,250 (£366,194).

During the year ended 30 June 2024, the Group sold 614,500 shares in Lithos Energy for a total of $248,860 (£155,463). At 30 June 2024, fair value of the Lithos Energy shares was $94,193 (£54,465).

1311516 B.C. Ltd

On 3 March 2022, the Group received 3,000,000 shares from 1311516 B.C. Ltd from the option agreement for the Rizz property for $5,010 CAD (£2,963).

On 9 March 2022, the Group received 2,000,000 shares from 1311516 B.C. Ltd from the option agreement for the Icefall property for $3,340 CAD (£1,978). Management assessed the value at year end and confirmed there is no further changes to the fair value of the 1311516 B.C. Ltd shares.

G2 Energy Corp.

During the year ended 30 June 2023, the Group received 6,017,000 shares from G2 Energy Corp. 5,110,000 of these shares were received in place of the quarterly interest that was due to be paid to the Group as part of the debenture agreement entered on 31 May 2022, and 907,000 of the shares were received for legal fees covered by the Group, for G2. At 30 June 2023, fair value of the G2 Energy Corp. shares was $72,204 CAD (£43,046).

During the year ended 30 June 2024, G2 Energy Corp had a share consolidation with a ratio of 5:1. At 30 June 2024, fair value of the G2 Energy Corp. shares is $33,381 CAD (£19,302).

Lonestar Lithium Ltd

During the year the Company acquired 2,000,000 shares in Lonestar Lithium Ltd at a valued price of $0.2 USD per share as part of sale of the Group’s knowledge and lithium datasets in the USA (Pennsylvania and Texas).

Royalty Asset

Apple Bay Property, Canada

On April 5, 2017, the Group purchased a 1.50% production royalty on the Apple Bay property located in British Columbia, Canada. The production royalty was purchased for 3,000,000 shares of the Group at a deemed value of $0.10 CAD (£0.058) per share from a company controlled by the CEO of the Group.

During the year ended June 30, 2021, the Group determined that the royalty was impaired and reduced the balance to £1.

As at June 30, 2024, included in Royalty Assets is £1 (June 30, 2023 – £1) attributed to the Apple Bay property.

Debentures Receivable

Group

	30 June 2024 £	30 June 2023 £
Opening	1,581,428	2,059,060
Additions	-	503,499
Royalty payments related to previous year	-	(11,233)
Fair Value Movement	(3,204)	(91,106)
Impairment	(474,428)	-
At end of period	1,581,428	2,059,060

Masten Unit, United States

On 31 May 2022, the Group entered into an agreement with G2 Energy Corp. (‘G2’) on the Masten Unit Energy Project located in Cochran County Texas, United States. Whereby the Company will provide G2 with a $2,000,000 USD debenture on a two-year term in exchange for a 3.25% Overriding Royalty Interest in the Project. G2 will pay 12% per annum interest to the Company, calculated and paid quarterly in cash or shares at the discretion of the Company. As part of the agreement, the Group received 6,500,000 warrants for G2, however management have deemed that these warrants have no value at this stage as the assets held by G2 are predominantly made up of the early-stage exploration assets on which they have received from the Company. The group is in regular communication with G2 and is monitoring the results of its exploration activities that will be undertaken as the result of the funding by the Group to G2.

On 30 June 2024, the residual value of the debenture in pound sterling was £1,581,428.

Butte Strawn, United States

On 16 August 2022, the Company entered into an agreement with Iron Forge Holdings (III) Ltd (IF3). Whereby the company will provide IF3 with a $1,500,000 USD debenture for the Butte Strawn Energy Project located in Irion County, Texas. $500,000 USD was paid on signing. IF3 will pay 12.5% per annum interest to the Company, calculated and paid quarterly in cash or shares at the discretion of the Company. The Company received 6,000,000 warrants with a strike price of $0.35 CAD with a three-year term from financial close.

On 16 June 2023, it was agreed that the principal value of the debenture be reduced from $1,500,000 USD to $600,000 USD with no further obligations for the Group. All accrued interest not paid as of the date of the agreement has been forgiven and both parties agreed to cancelling the warrants. The overriding royalty was reduced from 6% to 2%.

After review from management during the year ended 30 June 2024, it was agreed that the debenture should be de-recognised and impaired in full. This is because it was agreed that the principal amount of $600,000 USD (£474,428) was no longer due as it would be recognised as royalty, rather than a debenture, and the Company will receive royalty payments in future, when production commences.# Convertible loans

Group	30 June 2024 £	30 June 2023 £
Convertible loan note $500,000 USD (£395,975)	82,194	76,163
Convertible loan note $420,000 USD (£332,668)	48,930	28,157
Convertible loan note $49,790 USD (£39,437)	10,358	6,573
Convertible loan note $250,000 USD (£6,573)	30,739	17,714
Impairment provision	(172,221)	(128,607)

On March 20, 2019, the Group issued a $500,000 USD (£361,847) unsecured convertible loan note to Anglo-African Minerals plc (“AAM”). The convertible loan note bears interest at 10% per annum and compounds monthly, is unsecured, and had an original maturity date of September 20, 2019. The convertible loan note is convertible into common shares of AAM at $0.01 USD per share. The maturity date of the convertible loan note was subsequently extended to March 20, 2020, and the Group was issued 21,029,978 AAM warrants per the terms of the extension. These warrants have a strike price of $0.025 USD per share, with an expiry date of September 19, 2021. As at June 30, 2021, the Group impaired the balance down to $Nil as collectability was considered doubtful. As at June 30, 2024, management have accrued interest amounting £82,194 (2023 - £76,163) on the convertible loan and this same value has been impaired during the year.

On June 2, 2021, the Group acquired an unsecured convertible loan note that was issued to AAM from Cronin Services Ltd., a company controlled by the former Chairman and CEO of the Group, that had a principal value of $420,000 USD (£303,744) and accrued interest of $61,261 (£44,304) for total value of $481,261 USD (£348,048). The Group issued 14,166,790 ordinary shares and 7,083,395 share purchase warrants to acquire this note. Each share purchase warrant may be converted into one ordinary share of the Group at £0.05 per ordinary share and expires June 2, 2025. The convertible loan note bears interest at 10% per annum and compounds monthly, is unsecured, and had a maturity date of May 31, 2021. The convertible loan note is convertible into common shares of AAM at $0.01 USD per share. As at June 30, 2021, the Group impaired the balance down to $Nil as collectability was considered doubtful. As at June 30, 2024, management have accrued interest amounting £48,930 (2023 - £28,157) on the convertible loan and this same value has been impaired during the year. The overall decrease is from foreign exchange movement on interest and principal.

On June 2, 2021, the Group acquired an unsecured convertible loan note that was issued to AAM from Cronin Capital Corp., a company controlled by the former Chairman and CEO of the Group, that had a principal value of $49,790 USD (£35,949) and accrued interest of $9,826 USD (£7,094) for total value of $59,617 USD (£43,043). The Group issued 1,630,832 ordinary shares and 1,630,832 share purchase warrants to acquire this note. Each share purchase warrant may be converted into one ordinary share of the Group at £0.05 per ordinary share and expires 2025 June 2. The convertible loan note bears interest at 15% per annum and compounds monthly, is unsecured, and had a maturity date of 30 September 2020. The convertible loan note is convertible into common shares of AAM at $0.005 USD per share. As at June 30, 2021, the Group impaired the balance down to $Nil as collectability was considered doubtful. As at June 30, 2024, management have accrued interest amounting £10,358 (2023 - £6,573) on the convertible loan and this same value has been impaired during the year.

On June 2, 2021, the Group acquired an unsecured convertible loan note that was issued to AAM by Reykers Nominees Limited that had a principal value of $250,000 USD (£180,500) and accrued interest of $52,776 (£38,104) for total value of $302,776 USD (£218,604). The Group also acquired 12,500,000 AAM share purchase warrants that had a conversion price of $0.03 USD and expiry date of July 1, 2021 and acquired 11,000,000 AAM ordinary shares. The Group issued 8,912,756 ordinary shares to acquire this convertible note, 1,200,000 ordinary shares to acquire the 12,500,000 AAM share purchase warrants and 3,520,000 ordinary shares to acquire the 11,000,000 AAM ordinary shares. The convertible loan note bears interest at 10% per annum and compounds monthly, is unsecured, and had a maturity date of 30 June 2020. The convertible loan note is convertible into common shares of AAM at $0.01 USD per share. As at June 30, 2021, the Group impaired the balance down to $Nil as collectability of the convertible loan was considered doubtful and the shares and warrants impaired. As at June 30, 2024, management have accrued interest amounting £30,739 (2023 - £17,714) on the convertible loan and this same value has been impaired during the year.

CLOUDBREAK DISCOVERY PLC NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2024 49

10. Trade and other receivables

The following table sets out the fair values of financial assets within Trade and other receivables.

	Group 30 June 2024 £	Group 30 June 2023 £	Company 30 June 2024 £	Company 30 June 2023 £
Other Receivables	89,139	69,879	324	47,523
Tax Receivables	17,203	18,372	-	-
Sundry Receivables	225,874	142,475	225,874	142,475
Trade Receivables	350,987	272,247	-	-
Prepayments	1,599	27,256	1,599	27,256
Provision for bad debt	(498,877)	(287,052)	(140,000)	(140,000)
	185,925	243,177	87,797	77,254

The fair value of all current receivables is as stated above. Included in sundry receivables is an amount of £140,000 (2023: £140,000) as at 30 June 2024 in respect of unpaid ordinary share capital issued on 3 June 2021. A provision of £140,000 has been included for this after review from management. The maximum exposure to credit risk at the year-end date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security. Trade and other receivables are all denominated in £ sterling.

The carrying amounts of the Group and Company’s trade and other receivables are denominated in the following currencies:

	Group 30 June 2024 £	Group 30 June 2023 £	Company 30 June 2024 £	Company 30 June 2023 £
UK Pounds	89,146	83,604	87,797	77,254
Canadian Dollars	96,770	146,250	-	-
US Dollars	9	8	-	-
Guinea Franc	-	13,315	-	-
	185,925	243,177	87.797	77,254

11. Cash and cash equivalents

	Group 30 June 2024 £	Group 30 June 2023 £	Company 30 June 2024 £	Company 30 June 2023 £
Cash at bank and in hand	195,157	244,074	94,586	18,684

The majority of the entities cash at bank is held with institutions with at least a AA- credit rating. A bank account in the UK which holds a small percentage of cash is held with institutions whose credit rating is unknown.

CLOUDBREAK DISCOVERY PLC NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2024 50

The carrying amounts of the Group and Company’s cash and cash equivalents are denominated in the following currencies:

	Group 30 June 2024 £	Group 30 June 2023 £	Company 30 June 2024 £	Company 30 June 2023 £
UK Pounds	84,389	6,523	84,389	1,593
US Dollars	10,197	17,091	10,197	17,091
Canadian Dollars	100,571	220,460	-	-
	195,157	244,074	94,586	18,684

12. Financial Instruments by Category

General objectives, policies and processes

The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group’s finance function. The Board receives monthly reports through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. The Group reports in Sterling. Internal and external funding requirements and financial risks are managed based on policies and procedures adopted by the Board of Directors. The Group does not use derivative financial instruments such as forward currency contracts, interest rate and currency swaps or similar instruments. The Group does not issue or use financial instruments of a speculative nature.

Capital management

The Group’s objectives when maintaining capital are:
* to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders; and
* to provide an adequate return to shareholders.

The capital structure of the Group consists of total shareholders’ equity as set out in the ‘Statement of Changes in Equity’. All working capital requirements are financed from existing cash resources. After discussions between management, the Crescita drawdown facility was cancelled during the year ended 30 June 2024. Capital is managed on a day-to-day basis to ensure that all entities in the Group are able to operate as a going concern. Operating cash flow is primarily used to cover the overhead costs associated with operating as a main market-listed company.

Liquidity risk

Liquidity risk arises from the Group’s management of working capital. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. Whilst the Group’s payables exceed the cash at bank, the Directors are confident they can raise the funds required to meet its obligations. The Board receives forward looking cash flow projections at periodic intervals during the year as well as information regarding cash balances. At the balance sheet date, the Group had cash balances of £195,157 and the financial forecasts indicated that the Group is expected to raise funds to meet its obligations under all reasonably expected circumstances and will not need to establish overdraft or other borrowing facilities.CLOUDBREAK DISCOVERY PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024

Interest rate risk
As the Group only has borrowings in the form of convertible loan notes, which aren’t impacted by varied interest rates, it only has limited interest rate risk. The impact is on income and operating cash flow and arises from changes in market interest rates. Cash resources are held in current, floating rate accounts.

Market risk
Market price risk arises from uncertainty about the future valuations of financial instruments held in accordance with the Group’s investment objectives. These future valuations are determined by many factors but include the operational and financial performance of the underlying investee companies, as well as market perceptions of the future of the economy and its impact upon the economic environment in which these companies operate. This risk represents the potential loss that the Group might suffer through holding its financial investment portfolio in the face of market movements, which was a maximum of £417,217 (2023: £891,255). The investments in equity of quoted companies that the Group holds are less frequently traded than shares in more widely traded securities. Consequently, the valuations of these investments can be more volatile.

Market price risk sensitivity
The table below shows the impact on the return and net assets of the Group if there were to be a 20% movement in overall share prices of the financial investments held at 30 June 2024.

	2024	2023
	Other comprehensive income and Net assets	Other comprehensive income and Net assets
	£	£
Decrease if overall share price falls by 20%, with all other variables held constant	(83,443)	(178,251)
Decrease in other comprehensive earnings and net asset value per Ordinary share (in pence)	(0.45)	(1.23)
Increase if overall share price rises by 20%, with all other variables held constant	83,443	178,251
Increase in other comprehensive earnings and net asset value per Ordinary share (in pence)	0.45	1.23

The impact of a change of 20% has been selected as this is considered reasonable given the current level of volatility observed and assumes a market value is attainable for the Group’s unlisted investments.

Currency risk
The Directors consider that there is minimal significant currency risk faced by the Group. The current foreign currency transactions the Group enters are denominated in CAD$ and USD$ in relation to transactions associated with exploration and evaluation option payments and property expenditures. The Group maintains minimal foreign currency holdings to minimize this risk.

CLOUDBREAK DISCOVERY PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024

Credit risk
Credit risk is the risk that a counterparty will fail to discharge an obligation or commitment that it has entered into with the Group. The Group’s maximum exposure to credit risk is:

	2024	2023
	£	£
Cash at bank	195,157	244,074
Other receivables	185,925	243,177
Convertible debenture receivable	1,581,428	2,059,060
	1,962,510	2,546,311

The Group’s cash balances are held in accounts with HSBC, BLK.FX, Bank of Montreal and with its Investment Broker accounts.

Fair value of financial assets and liabilities
Financial assets and liabilities are carried in the Statement of Financial Position at either their fair value (financial investments) or at a reasonable approximation of the fair value (trade and other receivables, trade and other payables and cash at bank). The fair values are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

Trade and other receivables
The following table sets out the fair values of financial assets within Trade and other receivables.

	2024	2023
	£	£
Trade and other receivables - Non interest earning	185,925	243,177

There are no financial assets which are past due and for which no provision for bad or doubtful debts has been made.

Trade and other payables
The following table sets out financial liabilities within Trade and other payables. These financial liabilities are predominantly non-interest bearing, excluding the existing convertible loan notes. Other liabilities include tax and social security payables and provisions which do not constitute contractual obligations to deliver cash or other financial assets.

	2024	2023
	£	£
Trade and other payables – Non interest earning	727,385	1,704,437

CLOUDBREAK DISCOVERY PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024

13. Trade and other payables
The following table sets out the fair values of financial liabilities within trade and other payables.

	30 June 2024	30 June 2023	30 June 2024	30 June 2023
	Group £	Group £	Company £	Company £
Trade payables	489,420	1,493,943	419,937	1,303,186
Accruals	90,115	151,396	90,115	139,687
Other Creditors	147,850	59,098	147,715	11,558
Trade and other payables	727,385	1,704,437	657,767	1,454,431

The carrying amounts of the Group and Company’s trade and other payables are denominated in the following currencies:

	30 June 2024	30 June 2023	30 June 2024	30 June 2023
	Group £	Group £	Company £	Company £
UK Pounds	657,767	1,497,746	657,767	1,454,431
Canadian Dollars	69,618	172,606	-	-
US Dollars	-	34,085	-	-
	727,385	1,704,437	657,767	1,454,431

14. Convertible loan notes
On 11 July 2023, the Company issued convertible loan notes (CLN) to Crestmont Invest, Logic Nominees, Thomas Solomon and Paul Gurney. The gross proceeds totalled £340,000 and the loan notes have an annual interest rate of 12%.

	CLN 1	CLN 2	CLN 3	CLN 4	Total
	£	£	£	£	£
Convertible loan note	200,000	100,000	25,000	15,000	340,000
Interest
Accrued interest	22,027	11,014	3,000	1,800	37,841
Conversion	(222,027)	(111,014)	-	-	(333,041)
Total	-	-	28,000	16,800	44,800
Equity
Amount classified as equity	-	-	1,023	529	1,552
Total	-	-	1,023	529	1,552

CLOUDBREAK DISCOVERY PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024

15. Share capital and premium

	Number of shares	Share capital £	Share premium £	Total £
As at 30 June 2022	483,174,200	654,129	14,821,521	15,475,650
Issue of new shares – 5 July 2022	16,800,000	16,800	361,200	378,000
Issue of new shares – 19 July 2022	26,027,776	26,028	556,597	582,625
Issue of new shares – 5 August 2022	10,000,000	10,000	169,000	179,000
Issue of new shares – 1 September 2022	12,000,000	12,000	168,000	180,000
Issue of new shares – 28 September 2022	14,000,000	14,000	166,180	180,180
Issue of new shares – 25 October 2022	18,500,000	18,500	185,000	203,500
Issue of new shares – 2 December 2022	15,000,000	15,000	161,850	176,850
Issue of new shares – 27 January 2023	4,300,000	4,300	42,570	46,870
Issue of new shares – 18 April 2023	7,876,829	7,878	121,303	129,181
As at 30 June 2023	607,678,805	778,635	16,753,221	17,531,856
Issue of new shares – 20 May 2024	121,531,891	121,532	486,128	607,660
As at 30 June 2024	729,210,696	900,167	17,239,349	18,139,516

On 20 May 2024, the Group issued and allotted 121,531,891 new ordinary shares at a price of 0.5 pence per share as part of a shares for debt settlement. No cash was received from the issue of these shares. The debts settled mainly included amounts owed to suppliers of the Group, the directors of the Company and individuals that provided convertible loans to the Company.

16. Share based payments
The outstanding share options and warrants as at 30 June 2024 are shown below:

	Options	Warrants	Weighted average exercise price (£)
As at 30 June 2022	14,650,000	23,221,692	0.04
Options – Cancelled	(150,000)	-	0.03
Options – Issued	7,250,000	-	0.02
Warrants – Issued	-	2,950,000	0.02
Warrants - Expired	-	(7,926,968)	0.05
As at 30 June 2023	21,750,000	18,244,724	0.04
Options – Lapsed	(13,100,000)	-	0.03
Warrants – Lapsed	-	(8,714,227)	0.05
Warrants - Expired	-	(9,530,497)	0.04
As at 30 June 2024	8,650,000	-	0.04

The Company and Group have no legal or constructive obligation to settle or repurchase the options or warrants in cash.

CLOUDBREAK DISCOVERY PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 June 2024

The fair value of the share options and warrants was determined using the Black Scholes valuation model. The parameters used are detailed below:

	2021 Warrants	2021 Warrants	2022 Warrants	2022 Warrants	2023 Warrants
Granted on:	2/06/2021	2/06/2021	13/8/2021	1/3/2022	9/8/2022
Number of warrants	4,530,497	8,714,227	2,750,002	400,000	2,950,000
Life (years)	2.71 years	4 years	2 years	2 years	1 year
Share price (pence per share)	0.10p	0.05p	0.025p	0.10p	0.025p
Risk free rate	0.55%	0.81%	0.58%	0.80%	2.07%
Expected volatility	100%	100%	20.28%	140.94%	51.43%
Expected dividend yield	-	-	-	-	-
Total fair value	£46,092	£157,695	£2,750	£27,314	6,596

	2021 Options	2022 Options	2023 Options
Granted on:	2/06/2020	25/8/2021	9/8/2022
Number of options	5,050,000	11,250,000	7,250,000
Life (years)	3.08 years	4 years	3 years
Share price (pence per share)	0.025p	0.03p	0.025p
Risk free rate	0.64%	0.62%	1.78%
Expected volatility	100%	20.55%	51.43%
Expected dividend yield	-	-	-
Total fair value	£99,572	£11,238	£36,723

The expected volatility of the options is based on historical volatility for the six months prior to the date of granting. No options or warrants were granted during the year ended 30 June 2024. The risk-free rate of return is based on zero yield government bonds for a term consistent with the option life.# CLOUDBREAK DISCOVERY PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2024

56 17. Other reserves

Group – year ended 30 June 2023	Share option reserve £	Warrant option reserve £	Foreign currency translation reserve £	Total £
At 30 June 2022	84,667	212,717	301,709	599,093
Currency translation differences	-	-	(123,367)	(123,367)
Issued Options	36,723	-	-	36,723
Issued Warrants	-	6,596	-	6,596
At 31 June 2023	121,390	219,313	178,342	519,045

Group – year ended 30 June 2024	Share option reserve £	Warrant option reserve £	Foreign currency translation reserve £	Contingent share reserve £	Total £
At 30 June 2023	121,390	219,313	178,342	-	519,045
Currency translation differences	-	-	(33,828)	-	(33,828)
Lapsed options	(75,281)	-	-	-	(75,281)
Lapsed warrants	-	(249,123)	-	-	(249,123)
Equity component of convertible loan note	-	-	-	1,552	1,552
At 30 June 2024	46,109	(29,810)	144,514	1,552	162,365

18. Employee benefit expense

The total number of Directors who served in the year was 3 (2023: 4). There are no employees of the Group. The following amounts were paid during the year to Directors:

Group Staff costs	Year ended 30 June 2024 £	Year ended 30 June 2023 £
Directors Fees and Consulting Fees	216,000	315,000
Employee salaries and Tax	-	33,515
	216,000	348,515

Amounts included in Directors fees and salaries include £216,000 (2023: £315,000) in relation to director fees and consulting fees. Details of fees paid to Companies and Partnerships of which the Directors detailed above are Directors and Partners have been disclosed in Note 27.

CLOUDBREAK DISCOVERY PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2024

57 19. Directors' remuneration

Year ended 30 June 2024	Short-term benefits £	Total £
Directors
Paul Gurney	33,000	33,000
Emma Priestley	33,000	33,000
Andrew Male*	150,000	150,000
	216,000	216,000

Remuneration hasn’t been paid in full to all directors, the amounts referenced above have either been accrued or partially paid. Refer to note 27 for amounts still owing to the Directors.

*Andrew Male’s remuneration also includes his consulting fees related to his Company; Westridge Management International Limited.

Year ended 30 June 2023	Short-term benefits £	Share based payments £	Total £
Directors
Kyler Hardy	120,000	6,329	126,329
Paul Gurney	30,000	3,798	33,798
Emma Priestley	45,000	3,798	48,798
Andrew Male	120,000	3,798	123,798
	315,000	17,723	332,723

20. Finance income

Group	Year ended 30 June 2024 £	Year ended 30 June 2023 £
Interest income on convertible loan	153,400	143,224
G2 Technology – debenture interest	190,798	197,061
Texas Legacy Exploration – debenture interest	-	29,302
Finance Income	344,198	369,587

The interest income on the convertible loan is interest on the AAM convertible loans. This interest is subsequently impaired. Refer to note 9 for further information.

CLOUDBREAK DISCOVERY PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2024

58 21. Other gains

Group	Year ended 30 June 2024 £	Year ended 30 June 2023 £
Other gains	633,113	17,913
	633,113	17,913

The other gains balance is made up of the net gains that were realised after the transactions that took place as part of the settlement agreement with Cronin Services. The settlement led to net gains on payables that were extinguished, in addition to receivables and loan balances being written off.

22. Loss on disposal of investments

Group	Year ended 30 June 2024 £	Year ended 30 June 2023 £
Realised loss on disposal of investments	71,071	866,421
Loss on disposal of investments	71,071	866,421

The realised loss on investment comes from the loss realised after the Group disposed of the shares they previously owned during the year ended 30 June 2024.

23. Income tax expense

No charge to taxation arises due to the losses incurred. The tax on the Group’s loss before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to the losses of the consolidated entities as follows:

Group	Year ended 30 June 2024 £	Year ended 30 June 2023 £
Loss before tax	(855,966)	(3,997,899)
Tax at the applicable rate of 15.9% (2023: 18%)	(136,099)	(719,622)
Effects of:
Expenditure not deductible for tax purposes	-	8,179
Net tax effect of losses carried forward	136,099	723,621
Tax (charge)/refund	-	(12,178)

The weighted average applicable tax rate of 15.9% (2023: 18%) used is a combination of the 19% standard rate of corporation tax in the UK, 15% Canadian corporation tax and 21% US corporation tax. The Company has tax losses of approximately £2,989,637 (2023: £2,853,785) available to carry forward against future taxable profits. No deferred tax asset has been recognised on accumulated tax losses because of uncertainty over the timing of future taxable profits against which the losses may be offset.

CLOUDBREAK DISCOVERY PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2024

59 24. Earnings per share

The calculation of the basic loss per share of 0.1 pence (2023: 1 pence) is based on the loss the loss attributable to equity owners of the group of £855,966 (2023: loss of £3,997,899), and on the weighted average number of ordinary shares of 621,330,333 (2023: 578,496,992) in issue during the period. In accordance with IAS 33, no diluted earnings per share is presented as the effect on the exercise of share options or warrants would be to decrease the loss per share. Details of share options and warrants that could potentially dilute earnings per share in future periods are set out in Note 16.

25. Expenses by nature

Group	Year ended 30 June 2024 £	Year ended 30 June 2023 (restated) £
Professional fees	308,546	1,123,570
Consulting fees	154,654	1,500,735
Employees and Contractors	216,000	228,515
Travel	473	94,302
Insurance	33,651	37,312
IT & Software services	783	13,938
Public Relations	48,117	147,278
Premises and Office costs	9,481	10,447
Property costs/exploration costs	-	425,643
Share option expense	-	43,306
Other expenses	171,597	230,879
Total administrative expenses	943,302	3,855,925

26. Commitments

License commitments

The Group owns a number of exploration licences in Canada. These licences include commitments to pay minimum spend requirements. The Group have entered into option agreements on all of their properties aside from newly staked properties, Northern Treasure and Foggy Mountain – which was disposed of as part of the settlement agreement detailed in note 6. As part of these option agreements, the minimum spend obligations have been passed onto the Optionees. Refer to note 5 for further information.

As at 30 June 2024 these are as follows:

Group	Minimum spend requirement £
Not later than one year	493,041
Later than one year and no later than five years	61,258
Total	554,299

27. Related party transactions

Details of the Directors’ remuneration can be found in Note 18. Key Management Personnel are considered to be the Directors.

CLOUDBREAK DISCOVERY PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2024

60

During the year, the Group remitted amounts totalling £110,724 (2023: £59,000) to Westridge Management International Ltd. A company controlled by Andrew Male, a Director of the group. £50,274 of the payments were paid via the issue of 10,144,850 shares at £0.005 per share. The amount outstanding owing to Westridge Management at the year-end was £90,276 (2023: £65,000).

During the year, the Group remitted amounts totalling £24,171 (2023: nil) to Windy Apple Ventures Ltd. A company controlled by Paul Gurney, who was a Director of the group during the year ended 30 June 2024 (resigned 18 October 2024). £8,171 of the payments were paid via the issue of 1,634,261 shares at £0.005 per share The amount accrued and outstanding owing to Windy Apple Ventures Ltd. at the year-end was £48,240 (2023: £22,500).

On 3 July 2023, the Company issued a convertible loan note (CLN) to Paul Gurney. The gross proceeds totalled £15,000 and the loan had an annual interest rate of 12%.

During the year, the Group remitted amounts totalling £16,000 (2023: nil) to Emma Priestley. The amount accrued and outstanding to Emma at the year-end was £47,000 (2023: £30,000).

28. Discontinued operation

During the year, the Company disposed of Kudu Resources Limited, a subsidiary of the Company for CAD 5,000 (£2,775). Kudu Resources Limited had net liabilities of £222,190. The Group has recognised a gain from the subsidiary at the point of disposal amounting to £232,071 and this was recognised in the statement of comprehensive income. As the operations of Kudu Resources Limited were discontinued, the comparative profit and loss has been restated in accordance with IFRS 5 to move the costs in 2023 that relate to the subsidiary to discontinued operations. The profit and loss for Kudu Resources Limited is below:

	Year ended 30 June 2024 £	Year ended 30 June 2023 £
Revenue	-	-
Administration expenses	(228)	(150,593)
Gain from disposal of entity	232,299	-
Foreign exchange (losses)/gains	-	-
Operating profit/(loss)	232,071	(150,593)

29. Ultimate controlling party

The Directors believe there is no ultimate controlling party.

30.# Contingent liability

There is an ongoing dispute between Cloudbreak Discovery Exploration (subsidiary) and the Canada Revenue Agency (“CRA”) related to an incorrect tax being charged to the subsidiary for their 2021 tax return. The CRA claimed that an outstanding liability of $304,597 CAD is due in relation to the return, which the Group disagree with due to their loss-making position over the previous years. An amended return has been sent by the subsidiary to the CRA to correct this amount and management have been engaging with the CRA to resolve the matter.

31. Events after the reporting date

On 25 July 2024, the Company issued 403,864,936 new ordinary shares of £0.001 each as follows:

16,652,055 new ordinary shares issued at a price of £0.004 per Share, to correct the position created by the conversion of convertible loan notes on 22 May 2024, where too few ordinary shares were issued as a result of the miscalculation of the conversion price;
305,832,210 new ordinary shares issued at a price of £0.002968 per Share, pursuant to the conversion of an outstanding debt owed by the Company to the value of £907,710; and
81,380,671 new ordinary shares issued at a price of £0.002968 per Share to certain creditors of the Company to capitalise amounts owed to them for the provision of their services to the Company

On 18 October 2024, Paul Gurney resigned from the Board.


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AI assistant

Cloudbreak Discovery PLC — Annual Report 2024

CLOUDBREAK DISCOVERY PLC

ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024

CONTENTS

CLOUDBREAK DISCOVERY PLC

COMPANY INFORMATION

CLOUDBREAK DISCOVERY PLC

CHAIRMAN’S REPORT

Outlook

Project Portfolio

Optioned Projects

CLOUDBREAK DISCOVERY PLC

CHAIRMAN’S REPORT

Operational Portfolio

Financial Review

Financial Position

UK Listing Category

CLOUDBREAK DISCOVERY PLC

STRATEGIC REPORT

Principal Activity

Review of operations

Financial performance review

Principal risks and uncertainties

Exploration risks

Dependence on key personnel

Uninsured risk

Royalty acquisitions risk

Funding risk

Financial risks

Investment risks

Going Concern

Internal Controls

Section 172(1) Statement - Promotion of the Company for the benefit of the members as a whole

CLOUDBREAK DISCOVERY PLC STRATEGIC REPORT

Act fairly between members of the Company

Maintain a reputation for high standards of business conduct

Consider the interests of the Company’s employees

Foster the Company’s relationship with suppliers, customers and others

Consider the impact of the Company’s operations on the community and the environment

Conclusion

CLOUDBREAK DISCOVERY PLC DIRECTORS’ REPORT

Results and Dividends

Directors & Directors’ interests

Substantial shareholders

Corporate responsibility

Greenhouse gas emissions

CLOUDBREAK DISCOVERY PLC DIRECTORS’ REPORT

Internal controls

Supplier payment policy

Directors’ and Officers’ indemnity insurance

Financial risk management objectives

Service Contracts (unaudited)

Implementation Report

Particulars of Directors’ Remuneration (audited)

Incentive plans (audited)

Performance Graph (unaudited)

Relative importance of spend on pay (unaudited)

Other matters (audited)

Directors’ interests in shares (audited)

Directors Responsibility pursuant to Disclosure and Transparent Rules

Principle One

Business Model and Strategy

Principle Two

Understanding Shareholder Needs and Expectations

Principle Three

Considering Wider Stakeholder and Social Responsibilities

Principle Four

Risk Management

Principle Five

A Well Functioning Board of Directors

Principle Six

Appropriate Skills and Experience of the Directors

Principle Seven Evaluation of Board Performance

Principle Eight Corporate Culture

Principle Nine Maintenance of Governance Structures and Processes

Principle Ten Shareholder Communication

Review

CLOUDBREAK DISCOVERY PLC INDEPENDENT AUDITOR’S REPORT

Opinion

Cloudbreak Discovery PLC Annual Report 2024