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IMC Exploration Group PLC Annual Report 2023
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Annual Report
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IMC Exploration Group Public Limited Company
Directors' Report and Financial Statements
for the year ended 30 June 2023
IMC Exploration Group Public Limited Company
Directors' Report and Financial Statements
Contents
- Directors and Other Information 2-3
- Chairman's Statement and Review of Activities 4-5
- Directors' Report 6-13
- Corporate Governance Report 14-17
- Independent Auditors' Report 18-21
- Consolidated Statement of Comprehensive Income 22
- Consolidated Statement of Financial Position 23
- Company Statement of Financial Position 24
- Consolidated Statement of Changes in Equity 25
- Company Statement of Changes in Equity 26
- Consolidated Statement of Cash Flows 27
- Company Statement of Cash Flows 28
- Notes to the Financial Statements 29 - 49
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IMC Exploration Group Public Limited Company
Directors and other information
| Directors | Eamon O'Brien
(Executive Chairman)
Andrew Laz Fleming
(Executive Director)
Glenn Millar (resigned 16 June 2023)
(Executive Director)
Kathryn Byrne
(Non-Executive Director) |
| --- | --- |
| Secretary | McClure Corporate Services Limited |
| Registered Office & Business Address | 70 Ballybough Road
Ballybough
Dublin 3 |
| Auditors | Lowry & Associates
70 Northumberland Road
Ballsbridge
Dublin 4
Auditor Number: AI222890 |
| Bankers | Bank of Ireland
O’Connell Street
Dublin 1 |
| Solicitors | Mason Hayes & Curran
South Bank House
Barrow Street
Dublin 4 |
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IMC Exploration Group Public Limited Company
Directors and other information
Corporate Advisors
Keith Bayley Rogers & Co. Limited
1 Royal Exchange Avenue
London EC3V 3LT
England
Registrars
Avenir Registrars
Blessington
Co. Wicklow
W91 V82T
Ireland
Registered Number
.500487
Date of Incorporation
27 June 2011
Website
www.imcexploration.com
IMC Exploration Group Public Limited Company
Chairman’s Statement
for the year ended 30 June 2023
The Directors of IMC Exploration Group plc (“IMC” or the “Company”) are pleased to present the audited financial results for IMC for the twelve months to 30 June 2023.
The year to end June 2023 has been very important and exciting for IMC and its shareholders as have the subsequent few months, culminating in approval of the acquisition of MVI Ireland s.r.o., the owner of Assat LLC that owns the Karaberd Mine, an operating gold mine located in Lori Marz, northern Armenia. This acquisition, as approved at the EGM which took place on 26 October 2023, will be transformative for IMC. The Company will no longer be just a minerals exploration company but a mining company as well. The acquisition of the Karaberd Mine and the completion of a metals extraction facility, to be leased by IMC with an option to purchase, will serve the existing strategic direction of IMC, while expanding the geographic scope of its operations.
Although Covid-19 and the completion of re-structuring requirements related to Assat LLC delayed the acquisition, IMC during that period continued to develop relationships in Armenia at national and local level and has developed a pipeline of other prospective projects which IMC hopes will come to fruition in the coming year.
IMC continues with its gold and copper exploration programmes in South East Ireland. Copper is an important part of the green energy transition. It is considered to be the most cost-effective conductive material. The critical role copper will play in achieving the Paris climate goals cannot be overstated. IMC will be part of this new green transition and is in the enviable position of having the Avoca copper mine on its licence area. Previous production from the Avoca Mine is estimated to have totalled 16Mt grading c. 0.6% Cu from banded, vein and disseminated sulphides hosted by the upper Ordovician Duncannon Group. The total in situ copper resource at Avoca is believed to have exceeded 100Mt at 0.2% Cu (Sheppard, 2007).
In addition, IMC has a mineral-rich supply of spoils and tailings with a Mineral Resource Estimate (MRE) showing amongst other minerals, 2.6k tonnes copper contained in the 1.87m tonnes spoils and tailings that are above surface.
Gold is widely considered to be an alternative universal currency. IMC holds six prospecting licences in the southeast of Ireland that are highly prospective for gold mineralization. Three of these licences are within, or cover the strike extent of, the Avoca volcanogenic massive sulphide (VMS) mineralized belt in Co. Wicklow, an area having highly anomalous gold (Au) values in bedrock, soils, and stream sediments.
IMC has established an Inferred Mineral Resource Estimate of c. 20,000 ounces of gold and 600,000 oz’s of silver on part of the spoils and tailings from the historic East Avoca Mine. IMC continues its exploration programme in conjunction with our collaboration partners Trinity College Dublin and are presently carrying out geological work on the ground in Co. Wicklow.
Furthermore, the Irish government previously commissioned a feasibility study in regard to remediation of the Avoca spoils and tailings site which extends to c. 155 acres, and the European Commission also considers remediation of such sites to be a priority. In that regard, and arising from meetings IMC has had with the China National Geological Mining Corporation (“CGM”) who have significant experience in remediation of such sites, IMC commissioned a drone survey of the Avoca site, and intends to put together a project to both extract metals from the spoils and tailings and to remediate the site.
IMC’s North Wexford gold project consists of three properties. Two of these are prospective for gold and VMS mineralization, and an adjacent property is prospective for orogenic gold mineralization.
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IMC Exploration Group Public Limited Company
Chairman's Statement
... continued
There is no doubt that this is an exciting time for IMC, particularly as our shareholders have approved the acquisition of the Karaberd mine in Armenia. This acquisition when completed, together with the anticipation of further new projects in Armenia will complement our Irish projects in Wicklow and Wexford. With the current high price of silver, gold and copper there has never been a better time for IMC and its shareholders.
Eamon P. O'Brien,
Executive Chairman,
Dublin, 27° October 2023
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IMC Exploration Group Public Limited Company
Directors' Report
for the year ended 30th June 2023
The Directors present their Annual Report and audited financial statements for the year ended 30 June 2023 for IMC Exploration Group Public Limited Company ("the Company") and its subsidiary (collectively "the Group") prepared in euro for the year ended 30th June 2023.
Principal Activity
The Group's main activity is the exploration for gold, zinc and other minerals in Ireland. The Directors have reviewed the financial position of the Group and are satisfied that the Group will continue to operate at its projected level of activity for the foreseeable future. The group holds the licences in its 100% owned subsidiary "IMC Exploration Limited". Details of the licences are set out in Note 13 to the Financial Statements.
Review of Business
The Group incurred a loss after taxation of €324,917 during the year (2022: €260,796). There was no revenue generated from trading and the Group financed operations through the drawdown of a loan from Mineral Ventures Invest spol. s.r.o. The amount outstanding for the loan as at 30th June 2023 amounted to €662,286. Further details of the loan can be found in Note 18 to the Financial Statements.
Cash reserves have increased in the year from €23,399 at 30° June 2022 to €101,018 at 30th June 2023. Cashflow projections have been prepared by the directors and they are satisfied that the company has the resources to meet their expenditure over the next 12 months.
At the beginning of the year the Group held 6 exploration licences which covers areas in Co. Wicklow and Co. Wexford. Additional expenditure on these licences during the year amounted to €12,500. The 6 exploration licences were still held by the Group at the end of the year.
Operations Report
A review of exploration and production activities during the year and outlook for 2023/2024 are set out in the Chairman's Statement on Pages 4 and 5.
Proposed Acquisition of Karaberd Mine
On 15° April 2022, the Group announced that it has conditionally agreed to purchase the Karaberd Mine, a gold mine located in Lori Marz, northern Armenia. If the proposed acquisition proceeds, it will take effect via the acquisition by the Group of the entire issued share capital of MVI Ireland s.r.o. from Mineral Ventures Invest spol. s.r.o., a transaction which is classified as a reverse takeover pursuant to the Listing Rules made by the Financial Conduct Authority of the United Kingdom, and the Irish Takeover Panel Act 1997, Takeover Rules 2013, which means that it is subject to and conditional upon the granting of a waiver of the requirements of Rule 9 of the Takeover Rules by the Irish Takeover Panel and the approval of the Group's shareholders. Further details of the proposed acquisition can be found in the listing announcement published by the Group on 15° April 2022. On 27° June 2023 IMC agreed with Minerals Ventures Invest spol. s.r.o. that the date by which the conditions of the intended acquisition of the Karaberd Mine in Armenia must be fulfilled has been extended to 30° November 2023.
Financial Review
A review of current year financial activities is set out in the Review of Business and Future Developments.
Payment of Suppliers
The Company's policy is to agree payment terms with individual suppliers and to abide by such terms.
Share Price
During the year the company shares were quoted on the Main London Stock Exchange (LSE). Share price movement in the year ranged from a low of Stg£0.0031 to a high of Stg£0.0078. The share price at the year-end was Stg£0.0032.
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IMC Exploration Group Public Limited Company
Directors' Report
for the year ended 30th June 2023
continued
Results and Dividends
The loss for the year after providing for depreciation and taxation amounted to €324,917 (2022: €260,796). All exploration and development costs to date have been deferred, no transfers to distributable reserves or dividends are recommended.
Future Developments
A review of future developments of the business is included in the Chairman’s Statement and review of operations.
Directors and Secretary and their Interests
In accordance with the Company Constitution, all members of the Board retire and seek re-election to the Board.
The Directors and secretary who held office during the year had no interest, either direct or beneficial, other than those shown below, in the shares of the Company.
| Ordinary Shares | A Ordinary Shares | ||||
|---|---|---|---|---|---|
| 27 Oct 2023 | 30 June 2023 | 30 June 2022 | 30 June 2023 | 30 June 2022 | |
| Directors | |||||
| Andrew Laz Fleming | - | - | - | - | - |
| Eamon O'Brien | 14,459,398 | 14,459,398 | 6,240,000 | - | - |
| Kathryn Byrne | 1,025,000 | 1,025,000 | 1,025,000 | - | - |
| Secretary | |||||
| McClure Corporate Services Ltd | - | - | - | - | - |
Transactions Involving Directors
There have been no contract or arrangements of significance during the year in which Directors of the Company were interested other than as disclosed in Notes 10 and 22 to the financial statements.
Significant Shareholders
The Company has been notified that, in addition to the interest of the Directors, at 30 June 2023 and the date of this report, the following shareholders own 3% or more of the issued share capital of the Company:
| Percentage of Issued share capital | ||
|---|---|---|
| 27 Oct 2023 | 30 June 2023 | |
| Crest International (Nominees) Limited | 23.19% | 23.19% |
| Davycrest (Nominees) Limited | 11.47% | 11.47% |
| KBC Bank NV | 8.38% | 8.38% |
| ITI Capital Limited | 7.07% | 7.07% |
| Pershing Securities International Limited | 6.57% | 6.57% |
| Ms. Lisa McDonnell | 5.39% | 5.39% |
| Mr. Eamon O'Brien | 4.43% | 4.43% |
| Wilhan Limited | 4.20% | 4.20% |
The Directors have not been notified of any other holding of 3% or more of the share capital of the Company.
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IMC Exploration Group Public Limited Company
Directors' Report
for the year ended 30th June 2023
continued
Group undertakings
Details of the Company’s subsidiaries are set out in Note 15 to the financial statements.
Electoral Act 1997
The Company did not make any political donations during the year (2022 : € Nil).
Going Concern
The future of the Group is dependent on the successful future outcome of its exploration interests. The Directors have carried out a review of budgets and cash flows for the twelve months after the date of this report and on the basis of that review, consider that the Group and the Company, based on current exploration activity, will have adequate financial resources to continue in operation for the foreseeable future. As exploration activity is expanded, further funding will be required.
The directors consider that in preparing the financial statements they have taken into account all information that could reasonably be expected to be available. On this basis, they consider that it is appropriate to prepare the financial statements on the going concern basis.
Compliance Statement
The directors are responsible for securing the company’s compliance with its relevant obligations (compliance with both company and tax law) and with respect to each of the following three items, we confirm that it has been done. We confirm:
- the existence of a compliance policy statement;
- appropriate arrangements or structures put in place to secure material compliance with the company’s relevant obligations;
- a review of such arrangements and structures has taken place during the year
Important events after the reporting date
There have been no significant events affecting the Group since year end.
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IMC Exploration Group Public Limited Company
Directors' Report - Corporate Governance
for the year ended 30th June 2023
Corporate Governance
The Directors are committed to maintaining the highest standards of corporate governance commensurate with the size, stage of development and financial status of the Group. The Corporate Governance Report on pages 14-17 sets out the Company's application of the principles and compliance with the provisions of the 2018 UK Corporate Governance Code.
The Board
The Board is responsible for the supervision and control of the Company and is accountable to the shareholders. The Board has reserved decision-making on a variety of matters, including determining strategy for the Group, reviewing and monitoring executive management performance and monitoring risks and controls.
The Board currently has three Directors, comprising two executive Directors and one non-executive Director. The Board met formally twelve times during the year ended 30th June 2023. An agenda and supporting documentation was circulated in advance of each meeting. All the Directors bring independent judgement to bear on issues affecting the Group and all have full and timely access to information necessary to enable them to discharge their duties. The Directors have a wide and varying array of experiences in the industry.
Under the terms of the Company's Constitution, at every Annual General Meeting of the Company one-third of the Directors (other than the Managing Director and any Director holding an executive office with the Company) or, if their number is not three or a multiple of three, then the number nearest one-third shall retire from office. A Director retiring at a meeting shall retain office until the close or adjournment of the meeting.
The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who become Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring Director shall be eligible for re-election.
Directors Biographies
Eamon O'Brien (Executive Chairman) after graduating with an MBA, worked on Wall Street with Colin, Hochstin and Co. who were later acquired by Quick & Reilly, a specialised U. S. stockbroking firm. On returning to Ireland, he joined NCB Stockbrokers in Dublin before moving to Davy Stockbrokers. He has since served as a consultant on various projects, including retail management, software projects and property development.
He was a founding member and CFO of Eurocommerce, a payment processing company, now owned by Mastercard. Between 1999 and 2008 other positions of responsibility held at that company included Board Chairman, Acting CEO, and Company Secretary.
Kathryn Byrne (Non-Executive Director) is a Director of a communications consultancy company based in Dublin. Taking a lead role in project management and event management, her expertise includes PR both corporate and consumer, media relations and public affairs. Kathryn takes an active role in the wider business and civic community. Kathryn served as a government appointed board member of An Board Altranais and as a council member of Gaisce - the President's Award. She is involved in the Networks for Women in Business.
Kathryn is a Fellow of the Public Relations Institute of Ireland (PRII). She is former Honorary Secretary and board member of the PRII. She is also a Global Affiliate of the Chartered Institute of Public Relations. Kathryn holds an honours post-graduate diploma in public relations and is a member of the Institute of Chartered Secretaries & Administrators.
IMC Exploration Group Public Limited Company
Directors' Report - Corporate Governance
for the year ended 30th June 2023
continued
Directors Biographies (Continued)
Andrew Laz Fleming BSc H.Dip, P.Geo(Executive Director) has 40 years' experience in various sectors of the minerals and mining industry, covering a wide spectrum, including 27 years' experience in Brazil. He has acted as country manager of Canadian companies (South Western Gold Corp and Hillsborough Resources Corp.) during the 90's and Irish company (Ovoca Resources plc) during the 80's and early 90's.
Laz has directed and supervised exploration programmes in Brazil, leading to the discovery of additional diamond and gold resources in Mato Grosso, Minas Gerais and Goias States. Laz has carried out, as an independent consultant, geological due diligence investigations on various mineral properties in Brazil, Bolivia, Angola, Guinea, Portugal and Turkey. Presently Laz is active in project generation identifying various mineral investment and exploration opportunities in Brazil, Portugal and Ireland.
Laz is a Euro Geologist (EurGeol) and a professional member of the Institute of Geologists of Ireland (IGI). He is also a founding member in 1973 of the Irish Association for Economic Geology (IAEG). Laz has been a competent person for the Canadian standard for reporting on mineral resources and reserves (National Instrument 43/101 - Standards of Disclosure for Mineral Projects), AIM, a market operated by London Stock Exchange plc, and NEX Exchange Growth Market. He is fluent in Portuguese and has a good working knowledge of Spanish.
Audit and Remuneration Committees
The Audit Committee comprises Kathryn Byrne (Chairman) and Andrew Laz Fleming. It may examine any matters relating to the financial affairs of the Group and the Group's audits. This includes reviews of the annual financial statements and announcements, internal control procedures, accounting procedures, accounting policies, the appointment, independence, objectivity, terms of reference and fees of external auditors and such other related functions as the Board may require.
The Directors have concluded that the financial statements, taken as a whole, provides the information necessary for shareholders to assess the Company's and Group's position and performance, business model and strategy and is fair, balanced and understandable.
The Remuneration Committee comprises Eamon O'Brien (Chairman) and Andrew Laz Fleming. It determines the terms and conditions of employment and annual remuneration of the executive directors. It consults with the Chief Executive Officer, takes into consideration external data and comparative third-party remuneration and has access to professional advice outside the Company.
The key policy objectives of the Remuneration Committee in respect of the Company's executive directors are:
- To ensure that individuals are fairly rewarded for their personal contribution to the Company's overall performance; and
- To act as the independent committee ensuring that due regard is given to the interest of the Company's shareholders and to the financial and commercial health of the Company
Directors' Remuneration, including employer's PRSI, during the year ended 30 June 2023 was as follows:
| 2023 | 2022 | |
|---|---|---|
| Total | Total | |
| € | € | |
| Remuneration and other emoluments - Executive Directors | 40,200 | 24,000 |
| Remuneration and other emoluments - Non-Executive Directors | - | - |
| 40,200 | 24,000 |
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IMC Exploration Group Public Limited Company
Directors' Report - Corporate Governance
for the year ended 30th June 2023
... continued
Nomination Committee
At present, as the Board is small, no formal nomination committee has been established. The authority to nominate new Directors for appointment vests in the Board of Directors. All Directors co-opted to the Board during any financial period are subject to election by shareholders at the first opportunity following their appointment. Consideration to setting up a nomination committee is under continuous review.
Risk Committee
A Risk Committee, which during the year comprised the Chairman, Eamon O'Brien and Executive Director Laz Fleming is charged with the review of the key risks inherent in the business and the system of control necessary to manage such risks and presents its findings to the Board. Exploration risk, the main corporate risk to which the Group is exposed, is monitored and reviewed regularly by the Board. The Board considers exploration risk to be acceptable for the Group taking into account the industry in which it operates.
Relations with Shareholders
The Group communicates regularly with shareholders including the release of the interim and annual results and following significant developments. The Annual General Meeting is normally attended by all Directors. Shareholders, including private investors, are invited to ask questions on matters including the Group's operations and performance and to meet with the Directors after the formal proceedings have ended. The Group maintains a website (www.imcexploration.com) on which all announcements, financial statements and other corporate information is published. The Directors are available to meet institutional shareholders for ad hoc discussions.
Internal control
The Directors are responsible for the Group's system of internal controls, the setting of appropriate policies on those controls, the regular assurance that the system is functioning effectively and that it is effective in managing business risk. The Audit Committee monitors the Group's internal control procedures, reviews the internal controls processes and risk management procedures.
The Directors confirm that they have also reviewed the effectiveness of the systems of risk management and internal control which operated during the period covered by these financial statements and up to the date of this report. Based on the review performed, the Directors concluded that for the year ended 30th June 2023, the Group's systems of risk management and internal control were effective.
Principal Risk and Uncertainties
The Group's activities are carried out principally in the Republic of Ireland. Accordingly, the principal risks and uncertainties are considered to be the following:
Exploration Risk
Exploration and development activities may be delayed or adversely affected by factors outside the Group's control, in particular: climatic conditions, existence of commercial deposits of gold, zinc and other minerals, unknown geological conditions; remoteness of locations; actions of governments or other regulatory authorities (relating to, inter alia, the grant, maintenance or renewal of any required authorisations, environmental regulations or changes in law).
Commodity Price Risk
The demand for, and price of gold, zinc and other minerals is dependent on global and local supply and demand, actions of governments or cartels and general global economic and political developments.
Financial Risk
Financial risk is addressed in Note 28 to these financial statements.
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IMC Exploration Group Public Limited Company
Directors' Report
for the year ended 30th June 2023
Accounting records
The measures taken by the Directors to ensure compliance with the requirements of Sections 281 to 285, Companies Act 2014, regarding proper books of accounts are the implementation of necessary policies and procedures for recording transactions, the employment of competent accounting personnel with appropriate expertise and the provision of adequate resources to the finance function. The books of accounts of the Company are maintained at 70 Ballybough Road, Ballybough, Dublin 3.
Auditors
The auditors, Lowry & Associates have indicated their willingness to continue in office in accordance with the provisions of Section 383(2) of the Companies Act 2014.
Statement on Relevant Audit Information
So far as the directors are aware, there is no relevant audit information of which the statutory auditors are unaware. The directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and they have established that the statutory auditors are aware of that information.
Statement of Director's Responsibilities
The Directors are responsible for preparing the Annual Report and the Group and Company Financial Statements, in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Company Financial Statements for each financial year. Under that law, the Directors are required to prepare the Group Financial Statements in accordance with IFRS as adopted by the European Union and applicable laws including Article 4 of the IAS Regulation. The Directors have elected to prepare the Company Financial Statements in accordance with IFRS as adopted by the European Union as applied in accordance with the Companies Acts 2014.
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 assets, liabilities and financial position of the Group and Company and of the Group and Company's profit or loss for that year. In preparing each of the Group and Company financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgments and estimates that are reasonable and prudent;
- state whether they have been prepared in accordance with IFRS as adopted by the European Union, and as regards the Company, as applied in accordance with the Companies Act 2014; and
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business
The Directors are also required by the Transparency (Directive 2004/109/EC) Regulations 2007 and the Transparency Rules of the Central Bank of Ireland to include a management report containing a fair review of the business and a description of the principal risks and uncertainties facing the Group.
The Directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time the assets, liabilities, financial position and profit or loss of the Company, and which enable them to ensure that the Financial Statements of the Company comply with the provisions of the Companies Act 2014. The Directors are also responsible for taking all reasonable steps to ensure such records are kept by the subsidiary companies which enable them to ensure that the financial statements of the Group comply with the provisions of the Companies Act 2014. They are also responsible for safeguarding the assets of the Company and the Group, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are also responsible for preparing a Directors' Report which complies with the requirements of the Companies Act 2014.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's and Company's website www.imcexploration.com. Legislation in Ireland concerning the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
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IMC Exploration Group Public Limited Company
Directors' Report
for the year ended 30th June 2023
... continued
Responsibility statement as required by the Transparency Directive and the UK Corporate Governance Codes
Each of the Directors confirm that, to the best of each person’s knowledge and belief:
-
The Group Financial Statements, prepared in accordance with IFRS as adopted by the European Union, and the Company financial Statements, prepared in accordance with the IFRS as adopted by the European Union as applied in accordance with the provisions of the Companies Act 2014, give a true and fair view of the assets, liabilities, financial position of the Group and Company at 30 June 2023 and of the profit or loss of the Group for the year then ended;
-
The Directors’ Report contained in the Annual Report 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; and
-
The Annual Report and financial statements, taken as a whole, provides the information necessary to assess the Group’s performance, business model and strategy and is fair, balanced and understandable and provides the information necessary for the shareholders to assess the Company’s position and performance, business model and strategy.
Relevant audit information
The Directors believe that they have taken all steps necessary to make themselves aware of the relevant audit information and have established that the Group’s statutory auditors are aware of that information. In so far as the Directors are aware, there is no relevant audit information of which the Group’s statutory auditors are unaware.
On behalf of the board
Eamon O’Brien
Director
Date: 27th October 2023
Andrew Laz Fleming
Director
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IMC Exploration Group Public Limited Company
Corporate Governance Report
for the year ended 30th June 2023
The Board is committed to achieving the highest standards of governance commensurate with the size and stage development of the Group.
The Board recognise the importance of corporate governance and ensure that appropriate corporate governance procedures are in place. In the financial year under review, the Directors have complied with all relevant provisions of the 2018 UK Corporate Governance Code (the "Code") issued by the UK's Financial Reporting Council (FRC) in July 2018. A copy of the Code can be obtained from the Financial Reporting Council's website, www.frc.co.uk.
The principal objective of the Group is the discovery of gold, silver and base metals with a view to establishing the existence or otherwise of economically recoverable quantities of such metals.
The strategy, objectives and business model are developed by the executive directors and then approved by the Board.
- Board Leadership and Company Purpose
The Board comprises of 2 Executive Directors and 1 Non-Executive Director. Biographical details, including each Director's date of appointment, are set out in the Director's Report. The Board is collectively responsible for the leadership, oversight, control, development and long-term success of the Group.
The objective is to maintain a Board balanced between Executive and Non-Executive Directors with an appropriate mix between governance, commercial and operational experience. The Board includes a Chairman who is responsible for leadership of the Board and ensuring all aspects of its role.
All members of the Board must retire every year and seek re-election to the Board.
The Board is responsible to the shareholders for the proper management of the Company and meets at least six times a year to set the overall direction and strategy, and to review operational and financial performance. If a Director is unable to attend a Board meeting in person, teleconference arrangements are available to facilitate participation. In the event that a Board member cannot attend or participate in the meeting, the Director may discuss agenda items with the Chairman, Managing Director or Company Secretary in advance of the meeting.
A schedule of Board and Committee meetings is circulated to the Board for the following year. A more detailed agenda and Board materials are made available electronically in the week preceding the meeting.
The Board endeavours to keep open channels of communication and keep shareholders informed through its public announcements and the Group's website. Through these communications the shareholders are kept up to date with matters regarding the Company's annual report, mid-year financial update, regulatory announcements, share price movements and other operational announcements.
The Annual General Meeting of the Group is normally attended by all Directors, provides the Directors with the opportunity to report to shareholders on current and proposed operations and developments, and enables shareholders to express their views of the Group's activities. Shareholders are encouraged to attend and are invited to ask questions during the meeting and to meet the Directors after the formal proceedings have ended.
The Group welcomes the opportunity to maintain an ongoing open dialogue with its shareholders, to ensure that it is able to understand and meet shareholder needs and expectations.
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IMC Exploration Group Public Limited Company
Corporate Governance
for the year ended 30th June 2023
... continued
Independence of Non-Executive Directors
The Board has carried out an evaluation of the independence of its Non-Executive Directors, taking account of the relevant provisions of the Code and whether the Non-Executive Directors discharge their duties in a proper and consistently independent manner, and constructively challenge the Executive Directors and the Board. The Board is satisfied that each of the other current Non-Executive Directors fulfils the independence requirements of the Code.
Company Secretary
The Directors have access to the advice and services of the Company Secretary, McClure Corporate Services Limited, who advises the Board on governance matters. The Company’s Constitution provides that the appointment or removal of the Company Secretary is a matter for the full Board.
2. Composition, succession and evaluation
Newly appointed Directors undertake a structured induction process which includes a series of meetings with management, a briefing session with internal and external solicitors on the responsibilities of a Director under Irish law and applicable stock exchange rules and a session with the Company Secretary regarding corporate policies.
External experts may be invited to attend certain Board or Committee meetings to address the Board (or relevant Committee, as the case may be) on relevant industry matters and on developments in corporate governance, risk management and executive remuneration. Training and development requirements for the Directors are discussed in the evaluation process and Directors are encouraged to undertake appropriate training on relevant matters.
Internal evaluation of the Board, its Committees and individual Directors is important and will develop as the Group grows in the future.
The Chairman reviews and appraises the performance of the Directors to determine the effectiveness and performance of each member with regards to their specific roles as well as their role as a Board member in general.
The appraisal system seeks to identify areas of concern and make recommendations for any training or development to enable the Board members to meet their objectives which will be set for the following year. The appraisal process will also review the progress made against prior year targets to ensure any identified skill gaps are addressed.
Whilst the Board considers this evaluation process is currently best carried out internally, the Board will keep this under review and may consider independent external evaluation reviews in the future.
The Board may use the results of the evaluation process when considering the adequacy of the composition of the Board and for succession planning. Succession planning is formally considered annually, in conjunction with the appraisal process.
3. Audit risk and internal control
The Board is responsible for the systems of risk management and internal control and for reviewing their effectiveness. The internal controls are designed to manage rather than eliminate risk and provide reasonable but not absolute assurance against material misstatement or loss. Through the activities of the Audit Committee, the effectiveness of these internal controls is reviewed annually.
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IMC Exploration Group Public Limited Company
Corporate Governance
for the year ended 30th June 2023
... continued
Newly identified risks are noted and communicated throughout the organisation. The risk management framework and processes adopted by the Board involves the identification, assessment, mitigation, monitoring and reporting of all key risks on a regular basis to minimise the impact of such risks.
The Board keeps abreast of the key challenges associated with protecting the Group from unnecessary risk and securing its long-term future. We achieve this through regular reviews and meetings with all stakeholders, and the ongoing identification, evaluation and mitigation of risks. This is crucial to keeping the level of risk associated to activities within the Group to an acceptable level.
The Committee is responsible for ensuring that the external auditor is independent and for implementing appropriate safeguards where the external auditor also provides non-audit services to the Group. The Committee closely monitors the level of audit and non-audit services that audit firms provide to the Group. The Committee has adopted a policy on the provision of non-audit services by the external auditors on the basis that they may provide such services only where the engagement will not compromise their audit objectivity and independence, they have the understanding of the Group necessary to provide the service and they are considered to be the most appropriate to carry out the work. All non-audit services provided by audit firms must be approved by the Committee.
Lowry & Associates were approved as auditor by the Company and began their engagement on 4th August 2021. Lowry & Associates confirmed to the Committee that they are independent from the Group under the requirements of the Irish Auditing and Accounting Supervisory Authority’s (IAASA) Ethical Standards for Auditors.
- Remuneration
The Remuneration Committee is responsible for determining and recommending to the Board the remuneration of the Group’s Chairman and Executive Directors.
The Committee considers cashflow availability as well as the performance of the Group both over the previous 12 months and projected performance when assessing whether it is suitable for the Group’s Chairman and Executive Directors to be in receipt of remuneration. Performance of the Group is measured in terms of turnover generated and completion of projects.
Should the Committee determine that remuneration is suitable the level of remuneration determined is derived from companies of a comparable size or operating in a similar sector. Our policy is to pay at median.
When determining the Remuneration policy, the Committee were mindful of their obligations under Provision 40 of the Corporate Governance Code to ensure that the Policy and other remuneration practices were clear, simple, predictable, proportionate, safeguarded the reputation of the Company and were aligned to Company culture and strategy. Set out below are examples of how the Committee addressed these factors:
Clarity - Remuneration arrangements should be transparent and promote effective engagement with shareholders and the workforce - It is the policy of the Group that should the remuneration policies or levels of remuneration be altered this will be communicated with the shareholders.
Simplicity - Remuneration structures should avoid complexity and their rationale and operation should be easy to understand - levels of remuneration is derived from companies of a comparable size which the Group has adopted to avoid complexity and gives a rationale and operation that is easy to understand.
Risk - Remuneration arrangements should ensure reputational and other risks from excessive rewards, and behavioural risk that can arise from target-based incentive plans, are identified and mitigated - By setting remuneration levels at median of comparable companies ensures that remuneration does not become
16 | Page
IMC Exploration Group Public Limited Company
Corporate Governance
for the year ended 30th June 2023
... continued
excessive. Whilst the Committee has not set an absolute annual quantum on Executive remuneration, this is something that the Committee will keep under review.
Predictability - The range of possible values of rewards to individual directors and any other limits or discretions should be identified and explained at the time of approving the policy - The range of possible rewards for the Executive Directors were communicated when the Remuneration Policy was approved by shareholders.
Proportionality - The link between individual awards, the delivery of strategy and the long-term performance of the company should be clear. Outcomes should not reward poor performance - Remuneration is based on delivery of turnover and completion of project goals and is derived from companies of a comparable size or operating in a similar sector.
Alignment to Culture - Incentive schemes should drive behaviours consistent with company purpose, values and strategy - The Committee remain confident that the incentive schemes operated under the Remuneration Policy are aligned with purpose, values and strategy.
The remuneration policy has operated as intended in terms of company performance and quantum. The Committee deemed that no additional engagement with the shareholders was necessary.
On behalf of the board
Eamon O'Brien
Director
Date: 27th October 2023
Andrew Laz Fleming
Director
17 | Page
18 | Page
IMC Exploration Group Public Limited Company
Independent Auditors' Report to the Shareholders of IMC Explorations Public Limited Company
for the year ended 30th June 2023
Opinion
We have audited the financial statements of IMC Exploration Group Public Limited Company (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2023 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the Company Statement Cash Flows and the notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards as adopted by the European Union (EU IFRS) as applied in accordance with the provisions of the Companies Act 2014.
In our opinion, the financial statements:
- the Group financial statements give a true and fair view of the assets, liabilities and financial position of the Group as at 30 June 2023 and of its loss for the year then ended;
- the Company statement of financial position gives a true and fair view of the asset, liabilities and financial position of the Company as at 30 June 2023;
- the Group financial statements have been properly prepared in accordance with IFRS as adopted by the European Union;
- the Company financial statements have been properly prepared in accordance with IFRS as adopted by the European Union as applied in accordance with the provisions of the Companies Act 2014; and
- the Group financial statements and Company financial statements have been properly prepared in accordance with the requirements of the Companies Act 2014.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) 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 Ireland, including the Ethical Standard issued by the Irish Auditing and Accounting Supervisory Authority ("IAASA") as applied to listed 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.
IMC Exploration Group Public Limited Company
Independent Auditors' Report to the Shareholders of IMC Exploration Group Public Limited Company
continued
The risks of material misstatement that had the greatest effect on our audit, including the allocation of our resources
Material uncertainty in relation to Going Concern
We draw attention to Note 5 in the financial statements, which indicates that the Group has incurred a net loss in the financial year of €324,917 and had net current liabilities of €184,197 at the reporting date. The Group is not revenue or cash generating and it relies on raising capital from public markets. This represents a material uncertainty to the Group's ability to continue as a Going Concern. Our opinion is not modified in respect of this matter.
We have reviewed and challenged the directors' cash flow forecasts, verified the mathematical accuracy of those forecasts and have taken into account the ability of the group to raise additional funds. We have also reviewed the disclosures in Note 5 to the financial statements.
Notwithstanding the above, 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 responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Our approach to the audit
We identified one significant component, being the parent company IMC Exploration Group Public Limited Company, and an audit was carried out on this component.
For the remaining two components, we performed analysis at a group level to re-examine our assessment that there were no significant risks of material misstatement within these.
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 in relation to going concern section, we have determined the matter described below to be the key audit matter to be communicated in our report.
| Key audit matter | Description of risk | How the matter was addressed in the audit |
|---|---|---|
| Recoverability of intangible assets (group) | Intangible assets relate to costs capitalised in relation to the group's exploration activities in both the consolidated and parent statements of financial position. The group has exploration assets with a carrying value of €640,291 | |
| The realisation of these assets is dependent on the successful discovery and development of exploration interests, which is subject to risks and uncertainties as set out in the directors' report on Page 11 and in Note 13 of the financial statements. | We examined the director's assessment of the carrying value of the intangible assets. We challenged the assessment therein in accordance with the guidance in IFRS 6. This included a review of publicly available information in respect of the Group's projects under license, consideration of the status of the Group's activities under their license and a review of the cash flow forecast for the next 12 months. | |
| We have reviewed the disclosures in the financial statements and assessed their sufficiency in line with IFRS. |
19 | Page
IMC Exploration Group Public Limited Company
Independent Auditors' Report to the Shareholders of IMC Exploration Group Public Limited Company
... continued
Our application of materiality
The materiality for the group financial statements as a whole (“group FS materiality”) was set at €15,000. This has been determined with reference to the benchmark of the group’s total assets, which we consider to be one of the principal considerations for members of the company in assessing the group’s performance. Group FS materiality represents 2% of the group’s total assets.
Performance materiality for the group financial statements was set at €12,000, being 80% of group FS materiality, for purposes of assessing the risks of material misstatement and determining the nature, timing and extent of further audit procedures.
We have set it at this amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds group FS materiality. We judged this level to be appropriate based on our understanding of the group and its financial statements, as updated by our risk assessment procedures and our expectation regarding current period misstatements.
Other information
The other information comprises the information included in the Annual Report and Financial Statements, other than the financial statements and our auditor’s report thereon.
The directors are responsible for the other information contained within the Annual Report and Financial Statements. 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 2014
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Chairman’s statement incorporation review of operations and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Chairman’s statement incorporation review of operations and the directors’ report have been prepared in accordance with applicable legal requirements; and
- we have obtained all of the information and explanations which we consider necessary for the purposes of our audit; and
- the accounting records of the parent company were sufficient to permit the financial statements to be readily and properly audited, and the financial statements are in agreement with the accounting records.
20 | Page
IMC Exploration Group Public Limited Company
Independent Auditors' Report to the Shareholders of IMC Exploration Group Public Limited Company
... continued
Matters on which we are required to report by exception
Based on the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.
The Companies Act 2014 requires us to report to you if, in our opinion, the disclosures of Directors' remuneration and transactions required by section 305 to 312 of the Act were not made. We have nothing to report in this regard.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out on page 12, the directors are responsible for the preparation of the 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 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 (Ireland) 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.
A further description of our responsibilities is available on IAASA's website at:
http://www.iaasa.ie/Publications/Auditing-standards/Standards-Guidance-for-Auditors-in-Ireland/Description-of-the-auditor-s-responsibilities-for. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent company's members, as a body, in accordance with Section 391 of the Companies Act 2014. Our audit work has been undertaken so that we might state to the parent 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 parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.
David Bolger
Statutory Auditor
for and on behalf of
Lowry & Associates
Chartered Accountants and Statutory Audit Firm
70 Northumberland Road
Ballsbridge, Dublin 4
21 | Page
IMC Exploration Group Public Limited Company
Consolidated Statement of Comprehensive Income for the year ended 30th June 2023
Continuing Operations
| Notes | 2023 | 2022 | |
|---|---|---|---|
| Administrative expenses | (324,917) | (260,796) | |
| Operating Loss for the period | 7. | (324,917) | (260,796) |
| Finance Income | - | - | |
| Amount written off Intangible Assets | 13. | - | - |
| Loss for period before tax | (324,917) | (260,796) | |
| Income tax expenses | 11. | - | - |
| Total comprehensive loss for the period | (324,917) | (260,796) | |
| Loss attributable to: | |||
| Equity holders of the Company | (324,917) | (260,796) | |
| Total Comprehensive Loss attributable to: | |||
| Equity holders of the Company | (324,917) | (260,796) | |
| Earnings per share | |||
| From continuing operations | |||
| Basic and Diluted loss per share (cent) | 0.1 | 0.1 |
All activities derived from continuing operations. All losses and total comprehensive losses for the period are attributable to the owners of the Company.
The Company has no recognised gains or losses other than those dealt with in the statement of comprehensive income.
The accompanying notes on pages 29-49 form an integral part of these financial statements.
The Financial statements were approved by the Board of Directors on 27th October 2023 and signed on its behalf by:
On behalf of the board
Eamon O'Brien
Director
Andrew Laz Fleming
Director
22 | Page
IMC Exploration Group Public Limited Company
Consolidated Statement of Financial Position
for the year ended 30th June 2023
| Notes | 2023 | 2022 | |
|---|---|---|---|
| Assets | |||
| Intangible assets | 13 | 640,291 | 627,791 |
| Property, plant and equipment | 14 | 946 | 1,850 |
| Investments | 15 | - | - |
| Total Non-Current Assets | 641,237 | 629,641 | |
| Current Assets | |||
| Trade and other receivables | 16 | 9,045 | 10,987 |
| Cash and cash equivalents | 101,018 | 23,399 | |
| Total Current Assets | 110,063 | 34,386 | |
| Total Assets | 751,300 | 664,027 | |
| Equity | |||
| Share Capital | 19 | 364,384 | 349,589 |
| Share premium | 19 | 4,253,642 | 4,164,633 |
| Retained deficit | 20 | (4,823,272) | (4,498,355) |
| Attributable to owners of the Company | 21 | (205,246) | 15,867 |
| Total Equity | (205,246) | 15,867 | |
| Liabilities - Current | |||
| Trade and other payables | 294,260 | 295,017 | |
| Current tax liabilities | - | - | |
| Total Liabilities - Current | 17 | 294,260 | 295,017 |
| Liabilities - Non-Current | |||
| Loan | 662,286 | 353,143 | |
| Total Liabilities - Non-Current | 18 | 662,286 | 353,143 |
| Total Equity and Liabilities | 751,300 | 664,027 |
The accompanying notes on pages 29-49 form an integral part of these financial statements.
The Financial statements were approved by the Board of Directors on 27th October 2023 and signed on its behalf by:
On behalf of the board
Eamon O'Brien
Director
Andrew Laz Fleming
Director
23 | Page
IMC Exploration Group Public Limited Company
Company Statement of Financial Position
for the year ended 30th June 2023
| Notes | 2023 | 2022 | |
|---|---|---|---|
| Assets | |||
| Non-Current Assets | |||
| Property, Plant and Equipment | 14 | 946 | 1,420 |
| Financial Investments | 15 | 30,465 | 30,465 |
| Total Non-Current Assets | 31,411 | 31,885 | |
| Current Assets | |||
| Trade and other receivables | 16 | 1,464,843 | 1,335,274 |
| Cash and cash equivalents | 7,725 | 4,791 | |
| Total Current Assets | 1,472,567 | 1,340,065 | |
| Total Assets | 1,503,978 | 1,371,950 | |
| Equity | |||
| Share Capital | 19 | 364,384 | 349,589 |
| Share premium | 19 | 4,253,642 | 4,164,633 |
| Retained loss | 20 | (4,064,678) | (3,785,432) |
| Equity Attributable to equity shareholders | 553,348 | 728,790 | |
| Total Equity | 553,348 | 728,790 | |
| Liabilities - Current | |||
| Trade and other payables | 17 | 288,343 | 290,017 |
| Current tax liabilities | 17 | - | - |
| Total Liabilities - Current | 288,343 | 290,017 | |
| Liabilities - Non-Current | |||
| Loan | 662,286 | 353,143 | |
| Total Liabilities - Non-Current | 18 | 662,286 | 353,143 |
| Total Equity and Liabilities | 1,503,978 | 1,371,950 |
The accompanying notes on pages 29-49 form and integral part of these financial statements.
The financial statements were approved by the Board of Directors on 27th October 2023 and signed on its behalf by:
On behalf of the board
Eamon O'Brien
Director
Andrew Laz Fleming
Director
24 | Page
IMC Exploration Group Public Limited Company
Consolidated Statement of Changes in Equity for the year ended 30th June 2023
| Share Capital € | Share Premium € | Retained Losses € | Total € | |
|---|---|---|---|---|
| Balance at 30 June 2021 | 349,589 | 4,164,633 | (4,237,559) | 276,663 |
| Total comprehensive income for the period | ||||
| Loss for the period | - | - | (260,796) | (260,796) |
| Total comprehensive income for the period | - | - | (260,796) | (260,796) |
| Transactions with owners, recorded directly in equity contributions by and distributions to owners | ||||
| Shares issued | - | - | - | - |
| Share issue costs | - | - | - | - |
| Total transactions with owners | 349,589 | 4,164,633 | (4,498,355) | 15,867 |
| Balance at 30 June 2022 | 349,589 | 4,164,633 | (4,498,355) | 15,867 |
| Total comprehensive income for the period | ||||
| Loss for the period | - | - | (324,917) | (324,917) |
| Total comprehensive income for the period | - | - | (324,917) | (324,917) |
| Transactions with owners, recorded directly in equity contributions by and distributions to owners | ||||
| Shares issued | 14,795 | 92,009 | - | 106,804 |
| Share issue costs | - | (3,000) | - | (3,000) |
| Total transactions with owners | 14,795 | 89,009 | - | 103,804 |
| Balance at 30 June 2023 | 364,384 | 4,253,642 | (4,823,272) | (205,246) |
Net equity is attributable to the holder of the ordinary shares in the Group.
The accompanying notes on pages 29-49 form an integral part of these financial statements.
The financial statements were approved by the board of Directors on 27th October 2023 and signed on its behalf by:
On behalf of the board
Eamon O'Brien
Director
Andrew Laz Fleming
Director
25 | Page
IMC Exploration Group Public Limited Company
Company Statement of Changes in equity
for the year ended 30th June 2023
| Share Capital € | Share Premium € | Retained Losses € | Total € | |
|---|---|---|---|---|
| Balance at 30 June 2021 | 349,589 | 4,164,633 | (3,530,109) | 984,113 |
| Total comprehensive income for the year | ||||
| Loss for the year | - | - | (255,323) | (255,323) |
| Total comprehensive income for the year | - | - | (255,323) | (255,323) |
| Transactions with owners, recorded directly in equity | ||||
| Shares issued | - | - | - | - |
| Share issue costs | - | - | - | - |
| Total transactions with owners | - | - | - | - |
| Balance at 30 June 2022 | 349,589 | 4,164,633 | (3,785,432) | 728,790 |
| Total comprehensive income for the year | ||||
| Loss for the year | - | - | (279,246) | (279,246) |
| Total comprehensive income for the year | - | - | (279,246) | (279,246) |
| Transactions with owners, recorded directly in equity | ||||
| Shares issued | 14,795 | 92,009 | - | 106,804 |
| Share issue costs | - | (3,000) | - | (3,000) |
| Total transactions with owners | 14,795 | 89,009 | - | 103,804 |
| Balance at 30 June 2023 | 364,384 | 4,253,642 | (4,064,678) | 553,348 |
Net equity is attributable to the holders of the ordinary shares in the Company.
The accompanying notes on pages 29 - 49 form an integral part of these financial statements.
The financial statements were approved by the board of directors on 27th October 2023 and signed on its behalf by:
On behalf of the board
Eamon O'Brien
Director
Andrew Laz Fleming
Director
26 | Page
IMC Exploration Group Public Limited Company
Consolidated Statement of Cash Flows
for the year ended 30th June 2023
| Notes | 2023 | 2022 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| Loss for the year | (324,917) | (260,796) | |
| Adjustments for: | |||
| Intangible Assets Write Off | - | - | |
| Income Tax recognised in profit and loss | - | - | |
| Depreciation | 904 | 904 | |
| Cash from operations before changes in working capital | (324,013) | (259,892) | |
| Movement in trade and other receivables | 1,942 | 2,709 | |
| Movement in trade and other payables | 308,386 | 420,447 | |
| Net cash flow from operating activities | (13,685) | 163,264 | |
| Cash flows from investing activities | |||
| Interest received | 26 | - | - |
| Proceeds from sale of investments | 26 | - | - |
| Taxation | 26 | - | - |
| Capital Expenditure | 26 | (12,500) | (191,988) |
| Net cash (used in) investing activities | (12,500) | (191,988) | |
| Cash flows from financing activities | |||
| Proceeds from the issue of new shares | 26 | 103,804 | - |
| Finance income/(expense) | - | - | |
| Net cash generated by financing activities | 103,804 | - | |
| Movement in cash and cash equivalents | 27 | 77,619 | (28,724) |
| Cash and cash equivalents at beginning of year | 27 | 23,399 | 52,123 |
| Cash and cash equivalents at end of year | 27 | 101,018 | 23,399 |
The accompanying notes on pages 29 - 49 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 27th October 2023 and signed on its behalf by:
On behalf of the board
27 | Page
IMC Exploration Group Public Limited Company
Company Statement of Cash Flows
for the year ended 30th June 2023
| Notes | 2023 | 2022 |
|---|---|---|
| Cash flows from operating activities | ||
| Loss for the year | (279,246) | (255,323) |
| Adjustments for: | ||
| Depreciation | 474 | 474 |
| Income tax expenses recognised in profit and loss | - | - |
| Cash from operations before changes in working capital | (278,772) | (254,849) |
| Movement in trade and other receivables | (129,569) | (162,196) |
| Movement in trade and other payables | 307,470 | 420,447 |
| Cash generated from operations | (100,871) | 3,402 |
| Income tax received | - | - |
| Cash flows from operating activities | (100,871) | 3,402 |
| Cash flows from investing activities | ||
| Investments in Fixed Assets | - | - |
| Acquisitions and Disposals | - | - |
| Taxation | - | - |
| - | - | |
| Cash flows from financing activities | ||
| Proceeds from the issue of new shares | 103,804 | - |
| Net cash used in financing activities | 103,804 | - |
| Movement in cash and cash equivalents in the year | 2,934 | 3,402 |
| Cash and cash equivalents at the beginning of year | 4,791 | 1,389 |
| Cash and cash equivalents at the end of year | 7,725 | 4,791 |
The accompanying notes on pages 29 - 49 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 27th October 2023 and signed on its behalf by:
On behalf of the board
Eamon O'Brien
Director
Andrew Laz Fleming
Director
Page
IMC Exploration Group Public Limited Company
Notes to the Financial Statements
for the year ended 30 June 2023
- General Information
IMC Exploration Group Public Limited Company is a company domiciled and incorporated in Ireland. The Group financial statements for the year ended 30 June 2023 consolidate the individual financial statements of the Company and its subsidiaries (together referred to as “the Group). The registered number is 500487 and the registered office address is 70 Ballybough Road, Ballybough, Dublin 3. The principal activities of the company are detailed in the directors’ report. The financial statements have been presented in euro (€) which is the functional currency of the Group.
- Basis of Preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS’s) as adopted by the EU in accordance with the Companies Act 2014.
The financial statements have been prepared on the historical cost basis. The accounting policies have been applied consistently by Group entities. The consolidated financial statements have been prepared in accordance with the provisions of the Companies Act 2014.
- Changes in Accounting Policies and Disclosures
The IFRSs adopted by the EU as applied by the Group and the Parent Company in the preparation of these financial statements are those that were effective on or before 30 June 2023
New accounting standards and interpretations for the year ending 30 June 2023
The following standards, amendments and interpretations apply from 1 January 2022:
| Standard | Content | Applicable for years beginning on/after |
|---|---|---|
| IFRS 3 | References to the conceptual framework (amended) | 1 January 2022 |
| IFRS 16 | Proceeds before intended uses (amendments to IAS 16) | 1 January 2022 |
| IFRS 37 | Onerous Contracts -costs of fulfilling a contract (amended) | 1 January 2022 |
There were no material impact to the financial statements in the current year from these standards, amendments and interpretations.
The following standards, amendments and interpretations are not yet required and have not been adopted early by the company:
| Standard | Content | Applicable for years beginning on/after |
|---|---|---|
| IFRS 9 | Financial Instruments (amended) | 1 January 2023 |
| IFRS 17 | Insurance Contracts (amendments to IFRS 4) | 1 January 2023 |
| IAS 1 | Presentation of Financial Statements | 1 January 2023 |
| IAS 8 | Accounting Policies, Changes in Accounting Estimates and Errors | 1 January 2023 |
| IFRS 12 | Deferred Tax (amendments to IAS 12) | 1 January 2023 |
| IAS 16 | Property, Plant and Equipment | 1 January 2023 |
There would not have been a material impact on the financial statements if these standards had been applied in the current year.
29 | Page
30 | Page
IMC Exploration Group Public Limited Company
Notes to the Financial Statements
for the year ended 30 June 2023
Continued
4. Statement of Accounting Policies
Accounting Convention
The financial statements are prepared under the historical cost convention.
IMC Exploration Group Public Limited Company (“the Company”) is a company incorporated in Ireland. The Group financial statements consolidate those of the Company and its subsidiary (together referred to as the “Group”).
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements and by all group entities.
Statement of Compliance
As permitted by the European Union, the Group financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS’s) and their interpretations issued by the International Accounting Standards Board (IASB) as adopted by the EU (IFRS). The individual financial statements of the Company (“Company financial statements”) have been prepared in accordance with the IFRS’s as adopted by the EU and as applied in accordance with the Companies Act 2014 which permits a company that publishes its Company and Group financial statements together, to take advantage of the exemption in Section 297 of the Companies Act 2014, from presenting to its members its Company Statement of Comprehensive Income and related notes that form part of the approved Company financial statements.
The IFRS’s adopted by the EU as applied by the Company and the Group in the preparation of these financial statements are those that were effective on or before 30 June 2023.
31 | Page
IMC Exploration Group Public Limited Company
Notes to the Financial Statements
for the year ended 30 June 2023
... Continued
Functional and Presentation Currency
The consolidated financial statements are presented in Euro (€), which is the Company’s functional currency.
Use of Estimates and Judgements
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources.
In particular, significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are in the following areas
Note 13 - Intangible asset; measurement of impairment
Note 11 - Deferred Tax; utilisation of tax losses
Revenue Recognition - Interest revenue
Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount. Interest income is recognised in the Statement of Comprehensive Income as part of Other Income.
Basis of Consolidation
The consolidated financial statements comprise the financial statements of IMC Exploration Group Public Limited Company and its subsidiary undertakings for the year ended 30 June 2023.
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing the control, potential voting rights that are currently exercisable or convertible are taken into account. Subsidiaries are fully consolidated from the date that control commences until the date that control ceases. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Intragroup balances and any unrealised gains or losses or income or expenses arising from intragroup transactions are eliminated in preparing the Group financial statements.
In the Company’s own balance sheet, investments in subsidiaries are stated at cost less provisions for any permanent diminution in value.
IMC Exploration Group Public Limited Company
Notes to the Financial Statements
for the year ended 30 June 2023
... continued
Intangible Assets
Exploration and Evaluation Assets
Expenditure incurred prior to obtaining the legal rights to explore an area is written off to the income statement. Expenditures incurred on the acquisition of a licence interest are initially capitalised on a licence-by-licence basis. Exploration and evaluation expenditure incurred in the process of determining exploration targets on each licence is also capitalised. These expenditures are held undepleted within the exploration licence asset until such time as the exploration phase on the licence area is complete or commercial reserves have been discovered.
Exploration and evaluation drilling costs are capitalised within each licence until the success or otherwise of the licence has been established. Unless further evaluation expenditures in the areas have been planned and agreed or unless the drilling results indicate that there is a reasonable prospect that these reserves are commercial, drilling costs are written off on completion.
Impairment
The carrying amounts of the Group's non-financial assets, other than deferred tax assets are reviewed at each year end reporting date to determine whether there is any indication of impairment. If any such indication exists, then the assets' recoverable amount is estimated. For intangible assets that have indefinite lives or that are not yet available for use, recoverable amount is estimated at each year end reporting date.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. A cash-generating unit is the smallest identifiable asset group that is expected to generate cash flows that largely are independent from other assets and groups. Impairment losses are recognised in the Statement of Comprehensive Income. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.
The recoverable amount of an asset or cash generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risk specific to the asset.
Property, Plant and Equipment
Plant and Equipment are stated at cost or valuation, less accumulated depreciation. Subsequent costs are included in an asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group. Depreciation is provided at rates calculated to write off the cost less residual value of each asset over its expected useful life, as follows:
$$
\text{Property, Plant and Equipment} - 20\% \text{ Straight Line}
$$
The residual value of the useful lives of the property, plant and equipment are reviewed annually and adjusted if appropriate at each statement of financial position date.
On disposal of property, plant and equipment the cost and the related accumulated depreciation and impairments are removed from the financial statements and the net amount, less any proceeds, is taken to the Statement of Comprehensive Income.
32 | Page
IMC Exploration Group Public Limited Company
Notes to the Financial Statements for the year ended 30 June 2023
... continued
Income Tax Expense
Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit and loss except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case the tax is also recognised in other comprehensive income or equity respectively.
Current corporation tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they probably will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividends is recognised.
Foreign Currencies
Monetary assets and liabilities dominated in a foreign currency are translated into Euro at the exchange rate ruling at the balance sheet date, unless specifically covered by foreign exchange contracts whereupon the contract rate is used. Revenues, costs and non-monetary assets are translated at the exchange rates ruling at the dates of the transactions. All exchange differences are dealt with through the Statement of Comprehensive Income.
On consolidation, the assets and liabilities of overseas subsidiaries are translated into Euro at the rates of exchange prevailing at the balance sheet date. Exchange differences arising from the restatement of the opening balance sheets of these subsidiary Companies are dealt with through reserves. The operating results of overseas subsidiary Companies are translated into Euro at the average rates applicable during the year.
Share Capital
Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a reduction in equity.
Earnings Per Share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.
33 | Page
34 | Page
IMC Exploration Group Public Limited Company
Notes to the Financial Statements
for the year ended 30 June 2023
continued
Share based payments
For such grants of share options, the fair value as at the date of grant is calculated, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that are likely to vest, except where forfeiture is only due to market-based conditions not achieving the threshold for vesting. The corresponding credit is to a share-based payment reserve.
Financial Instruments
Cash and Cash Equivalents
Cash and cash equivalents in the Statement of Financial Position comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less. Bank overdrafts that are repayable on demand and form part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of Statement of Cash Flows.
Trade and Other Receivables/Payables
Trade and other receivables and payables are stated at cost less impairment, which approximates fair value given the short, dated nature of these assets and liabilities.
Finance Income
Finance income comprises interest income on funds invested and foreign currency gains. Interest income is recognised as the interest accrues (using the effective interest rate method) to the net carrying amount of the financial asset.
Segmental Information
In accordance with IFRS 8: Operating Segments, the Group has one principle reportable segment, i.e.: Ireland, which represents the exploration for and the development of gold, zinc and other minerals in Ireland.
Other operations ‘Corporate’ includes cash resources held by the Group, interest income earned, and other operational expenditure incurred by the Group. These areas are not within the definition of an operating segment.
Financial Assets - Investments in Subsidiaries
Investments in subsidiaries are stated at cost and are reviewed for impairment if there are indications that the carrying value may not be recoverable.
IMC Exploration Group Public Limited Company
Notes to the Financial Statements for the year ended 30 June 2023
... continued
5. Going Concern
The Group incurred a loss for the financial year of €324,917 (2022: €260,796) and had net current liabilities of €184,197 (2022: €260,631) at the balance sheet date. These conditions as well as those noted below, represent a material uncertainty that may cast significant doubt on the Group and Company's ability to continue as a going
The Group and Company had a cash balance of €101,018 (2022: €23,399) at the balance sheet date. The directors have prepared cashflow projections for a period of at least twelve months from the date of approval of these financial statements which indicate that additional finance may be required to fund working capital requirements and develop existing projects. As the Group is not revenue or cash generating it relies on raising capital from the public market.
These conditions as well as those noted below, represent a material uncertainty that may cast significant doubt on the Group and Company's ability to continue as a going concern.
As in previous years the Directors have given careful consideration to the appropriateness of the going concern basis in the preparation of the financial statements and believe the going concern basis is appropriate for these financial statements. The financial statements do not include the adjustments that would result if the Group and Company were unable to continue as a going concern.
6. Segment Information
The group is engaged in one business segment only - exploration of mineral resource projects. Therefore, only an analysis by geographical segment has been presented. The group has geographic segments in Ireland.
The segment results for the periods are as follows:
35 | Page
IMC Exploration Group Public Limited Company
Notes to the Financial Statements
for the year ended 30 June 2023
continued
Segment Revenues and Results
The following is an analysis of the Group’s revenue and results from continuing operations by reportable segment.
| Segment Revenue | Segment Loss | |||
|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |
| € | € | € | € | |
| Loss for period to 30 June 2023 | - | - | (324,917) | (260,796) |
| Total for continuing operations | - | - | (324,917) | (260,796) |
| Investment Income | - | - | ||
| Amount written off investments | - | - | ||
| Amount written of intangible assets | - | - | ||
| Finance costs | - | - | ||
| Loss before tax (continuing operations) | (324,917) | (260,796) | ||
| Income tax expense | - | - | ||
| Segment loss for period | (324,917) | (260,796) | ||
| Segment assets and liabilities | ||||
| 2023 | 2022 | |||
| Segment Assets | € | € | ||
| Exploration - Ireland | 751,300 | 664,027 | ||
| Consolidated assets | 751,300 | 664,027 | ||
| Segment Liabilities | ||||
| Exploration - Ireland | 956,546 | 648,160 | ||
| Consolidated Liabilities | 956,546 | 648,160 | ||
| Other segment information | ||||
| Intangible Assets | Additions to | |||
| Amortisation | Intangible Assets | |||
| 2023 | 2022 | 2023 | 2022 | |
| € | € | € | € | |
| Exploration | - | - | 12,500 | 191,988 |
Geographical information
The Group operates in one geographical area - Republic of Ireland.
36 | Page
IMC Exploration Group Public Limited Company
Notes to the Financial Statements for the year ended 30 June 2023
... continued
- Loss on ordinary activities before taxation
| Group | 2023 | 2022 |
|---|---|---|
| € | € | |
| This is arrived at after charging: | ||
| Depreciation of tangible assets | 904 | 904 |
| Auditors’ remuneration | 24,000 | 20,000 |
| Auditors’ remuneration from non-audit work | - | - |
| 2023 | 2022 | |
| Company | € | € |
| This is arrived at after charging: | ||
| Auditors’ remuneration | 19,000 | 15,000 |
| Auditors’ remuneration from non-audit work | - | - |
As permitted by Section 297 of the Companies Act 2014, the company Statement of Comprehensive Income has not been separately disclosed in these financial statements.
- Interest receivable and similar income
| 2023 | 2022 |
|---|---|
| € | € |
| Bank Interest | - |
37 | Page
IMC Exploration Group Public Limited Company
Notes to the Financial Statements for the year ended 30 June 2023
... continued
- Employees
Number of employees
The average monthly numbers of employees (Including the directors) during the year were:
| 2023 | 2022 | |
|---|---|---|
| Number | Number | |
| Directors | 1 | 1 |
| Employee | 0 | 0 |
Staff Costs (Remuneration and other emoluments)
| 2023 | 2022 | |
|---|---|---|
| € | € |
Staff Costs (Remuneration and other emoluments)
| 40,200 | 24,000 | |
|---|---|---|
| 40,200 | 24,000 |
- Directors' emoluments
| 2023 | 2022 | |
|---|---|---|
| € | € |
Remuneration and other emoluments
| 40,200 | 24,000 | |
|---|---|---|
| —— | —— |
38 | Page
IMC Exploration Group Public Limited Company
Notes to the Financial Statements
for the year ended 30th June 2023
...continued
| 11. Income tax expense | 2023 | 2022 |
|---|---|---|
| € | € | |
| Current year taxation | ||
| Corporation tax expense in respect of the current year | - | - |
| Corporation tax expense in respect of underprovision in prior years | - | - |
| Surcharge on directors' loan accounts | - | - |
| Total expense | - | - |
The income tax expense for the year can be reconciled to the accounting loss as follows:
| Loss on ordinary activities before tax | (324,917) | (260,796) |
|---|---|---|
| Loss on ordinary activities multiplied by standard rate of corporation tax of 12.5% (2022 - 12.5%) | (40,615) | (32,600) |
The tax rate used for the year end reconciliations above is the corporate rate of 12.5% payable by corporate entities in Ireland on taxable profits under tax law in the jurisdiction of Ireland.
39 | Page
IMC Exploration Group Public Limited Company
Notes to the Financial Statements
for the year ended 30 June 2023
continued
12. Loss per share
Basic earnings per share
The basic and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows:
| | 2023
€ | 2022
€ |
| --- | --- | --- |
| Loss for the period attributable to equity holders of the parent | (324,917) | (260,796) |
| Number of ordinary shares in issue - start of year | 311,495,991 | 311,495,991 |
| Effect of shares issued during the year | 14,794,916 | - |
| Weighted average number of ordinary shares for the purposes of basic earnings per share | 326,290,907 | 311,495,991 |
| Basic Loss per ordinary share (cent) | (0.1) | (0.1) |
| 13. Intangible assets - Group | 2023
€ | 2022
€ |
| Cost | 640,291 | 627,791 |
| Accumulated amortisation and impairment | - | - |
| | 640,291 | 627,791 |
| | Exploration and Evaluation Assets
€ | Total
€ |
| Cost | | |
| Opening cost | 607,155 | 607,155 |
| Additions | 12,500 | 12,500 |
| Disposals | - | - |
| | 619,655 | 619,655 |
At the beginning of the year the Group held 6 exploration licences which covers areas in Co. Wicklow and Co. Wexford. Additional expenditure on these licences during the year amounted to €12,500. The 6 exploration licences were still held by the Group at the end of the year.
40 | Page
41 | Page
IMC Exploration Group Public Limited Company
Notes to the Financial Statements
for the year ended 30 June 2023
... continued
All of the licences held at 30th June 2023 are in the exploration phase of the licence. Included in the licences is prospecting licence 3850 for which a mineral resource estimate has been established. The Mineral Resource Estimate has been classified as inferred and has been reported in accordance with JORC Code (2012).
The Directors have reviewed the carrying value of the exploration and evaluation assets and consider it to be fairly stated at 30 June 2023. The recoverability of the intangible assets is dependent on the future realisation of the base and precious metal licences.
14. Tangible assets
| Fixtures & fittings | Total | |
|---|---|---|
| € | € | |
| Cost | ||
| At 1 July 2022 | 10,646 | 10,646 |
| Additions | - | - |
| At 30 June 2023 | 10,646 | 10,646 |
| Depreciation | ||
| At 1 July 2022 | 8,796 | 8,796 |
| Change for the year | 904 | 904 |
| At 30 June 2023 | 9,700 | 9,700 |
| Net book values | ||
| At 30 June 2023 | 946 | 946 |
| At 30 June 2023 | 1,850 | 1,850 |
IMC Exploration Group Public Limited Company
Notes to the Financial Statements
for the year ended 30th June 2023
continued
- Financial assets - Company
| Subsidiary Undertakings Shares € | Listed Investments € | Total € | |
|---|---|---|---|
| Group undertakings | |||
| Shares at cost | |||
| At 1 July 2022 | 30,465 | - | 30,465 |
| Additions during year | - | - | - |
| At 30 June 2023 | 30,465 | - | 30,465 |
| Net book values | |||
| At 30 June 2023 | 30,465 | - | 30,465 |
| At 30 June 2023 | 30,465 | - | 30,465 |
At 30 June 2023 the Company had the following subsidiary undertakings:
| Name | Incorporated in | % shares |
|---|---|---|
| IMC Exploration Ltd. | Ireland | 100 |
| GCI Administration Services Ltd. | Ireland | 100 |
The aggregate amount of capital and reserves and the results of these undertakings for the last relevant financial year were as follows:
| Capital and reserves | Loss for Year | |
|---|---|---|
| € | € | |
| IMC Exploration Limited | (708,581) | (5,430) |
| GCI Administration Services Ltd. | (40,185) | (40.242) |
- Trade and other receivables
| Group | Group | Company | Company |
|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 |
| € | € | € | € |
| Amounts owed by group undertakings | - | 1,455,798 | 1,324,287 |
| VAT | 9,045 | 10,987 | 9,045 |
| 9,045 | 10,987 | 1,464,843 |
42 | Page
IMC Exploration Group Public Limited Company
Notes to the Financial Statements
for the year ended 30th June 2023
continued
Amounts falling due after more than one year and included in debtors are:
| Group 2023 € | Group 2022 € | Company 2023 € | Company 2022 € | |
|---|---|---|---|---|
| Amounts owed by group undertakings | - | - | 1,455,798 | 1,324,287 |
| - | - | 1,455,798 | 1,324,287 |
The amount owing from the group undertaking of €1,455,798 (2022: €1,324,287) is interest free and repayable on demand.
| 17. Current Liabilities | Group 2023 € | Group 2022 € | Company 2023 € | Company 2022 € |
|---|---|---|---|---|
| Amounts falling due within one year | ||||
| Trade Creditors | 206,386 | 175,254 | 206,386 | 175,254 |
| Other payables | 1,917 | 1,000 | 1,000 | 1,000 |
| Accruals and deferred income | 85,957 | 118,763 | 80,957 | 113,763 |
| 294,260 | 295,017 | 288,343 | 290,017 | |
| 18. Non-Current Liabilities | Group 2023 € | Group 2022 € | Company 2023 € | Company 2022 € |
| --- | --- | --- | --- | --- |
| Amounts falling due within one year | ||||
| Loan | 662,286 | 353,143 | 662,286 | 353,143 |
| 662,286 | 353,143 | 662,286 | 353,143 |
At 30° June 2023 there was a loan amount outstanding of €662,286. This is an unsecured loan from Mineral Ventures Invest spol. s.r.o. The annual interest rate of the loan is 6%. The loan is repayable by 31° December 2024. Interest accrued on the loan for the year ended 30th June 2023 amounted to €30,492.
43 | Page
IMC Exploration Group Public Limited Company
Notes to the Financial Statements
for the year ended 30th June 2023
continued
| 19. | Share capital | 2023
€ | 2022
€ |
| --- | --- | --- | --- |
| | Authorised equity | | |
| | 400,000,000 Ordinary shares of €0.001 each | 400,000 | 400,000 |
| | 50,000 “A” Ordinary shares of €1 each | 50,000 | 50,000 |
| | | 450,000 | 450,000 |
| | Issued Capital | | |
| | Ordinary Shares fully paid-up | Number of shares | Share Capital
Share Premium
€ |
| | Balance at 1 July 2021 | 311,495,991 | 311,496 |
| | Shares Issued for Cash | - | - |
| | Shares Issued for Non-Cash | - | - |
| | Balance at 30 June 2022 | 311,495,991 | 311,496 |
| | Shares Issued for Cash | 14,794,916 | 14,795 |
| | Shares Issued for Non-Cash | - | - |
| | Balance at 30 June 2023 | 326,290,907 | 326,291 |
Fully paid ordinary shares which have a par value of €0.001 carry one vote and carry a right to dividends.
| A Ordinary Shares Partly Paid | Number of shares | Share Capital | Share Premium |
|---|---|---|---|
| € | € | ||
| Balance at 1 July 2022 | 38,093 | 38,093 | - |
| Balance 30 June 2023 | 38,093 | 38,093 | - |
Partly paid “A” ordinary shares which have a par value of €1 carry no voting rights or rights to dividends.
| Total Shares | Share Capital
€ | Share Premium
€ |
| --- | --- | --- |
| Total at 1 July 2022 | 349,589 | 4,164,633 |
| Shares Issued | 14,795 | 89,009 |
| Total at 30 June 2023 | 364,384 | 4,253,642 |
44 | Page
IMC Exploration Group Public Limited Company
Notes to the Financial Statements
for the year ended 30th June 2023
continued
| 20. | Retained Losses | Group 2023 | Group 2022 | Group 2023 | Group 2022 |
|---|---|---|---|---|---|
| € | € | € | € | ||
| Loss at beginning of year | (4,498,355) | (4,237,559) | (3,785,432) | (3,530,109) | |
| Loss for the year | (324,917) | (260,796) | (279,246) | (255,323) | |
| Loss at end of year | (4,823,272) | (4,498,355) | (4,064,678) | (3,785,432) |
In accordance with the provisions of the Companies Act 2014, the Company has not presented an Income Statement. A Loss for the year of €279,246 (2022 - loss of €255,323) has been dealt with in the Statement of Comprehensive Income of the Company.
| 21. | Reconciliation of movements in shareholders' funds | 2023 | 2022 |
|---|---|---|---|
| € | € | ||
| Loss for the year | (324,917) | (260,796) | |
| Net proceeds of equity share issue | 103,804 | - | |
| Other recognised gains or losses | - | - | |
| - | - | ||
| Net deductions from/additional to shareholders funds | (221,113) | (260,796) | |
| Opening shareholders' funds | 15,687 | 276,663 | |
| - | - | ||
| Equity shareholders' funds | (205,426) | 15,867 |
- Transactions with directors
| Loans to directors | ||||
|---|---|---|---|---|
| Opening Balance € | Movement € | Closing Balance € | Maximum Outstanding In Year € | |
| Names of Director | ||||
| Eamon O'Brien | - | - | - | - |
| Andrew Laz Fleming | - | - | - | - |
| Kathryn Byrne | - | - | - | - |
| - | - | - | - | |
| Amounts due by directors as at 30 June 2023 | - | - | - | - |
The loans which are interest free are repayable on demand.
45 | Page
46 | Page
IMC Exploration Group Public Limited Company
Notes to the Financial Statements
for the year ended 30th June 2023
continued
23. Post Balance Sheet events.
There have been no significant events affecting the Group since year end.
24. Related Party Transactions
Details of subsidiary undertakings are shown in Note 15. In accordance with International Accounting Standard 24 - Related Party transactions between group entities have been eliminated on consolidation and are therefore not disclosed.
There were no other Related Party transactions with the exception of those as detailed in Note 22.
IMC Exploration Group Public Limited Company
Notes to the Financial Statements
for the year ended 30th June 2023
...continued
- Gross Cash Flows
| 2023 | 2022 | |
|---|---|---|
| € | € | |
| Returns on investment and servicing of finance | ||
| Interest received | - | - |
| Proceeds from sale of investments | - | - |
| - | - | |
| - | - | |
| - | - | |
| Taxation | ||
| Corporation tax paid | - | - |
| - | - | |
| - | - | |
| - | - | |
| Capital expenditure and financial investment | ||
| Payments to acquire intangible assets | 12,500 | 191,988 |
| Payments to acquire tangible assets | - | - |
| Payments to acquire investments | - | - |
| 12,500 | 191,988 | |
| Financing | ||
| Issue of ordinary share capital | 103,804 | - |
| 103,804 | - |
- Analysis of changes in net funds
| Opening Balance € | Cash flows € | Closing balance € | |
|---|---|---|---|
| Cash at bank and in hand | 23,399 | 77,619 | 101,018 |
| 23,399 | 77,619 | 101,018 | |
| Net Funds | 23,399 | 77,619 | 101,018 |
47 | Page
IMC Exploration Group Public Limited Company
Notes to the Financial Statements
for the year ended 30 June 2023
Continued
28. Financial Instruments and Financial Risk Management
The Group and Company’s principal financial instruments comprise cash and cash equivalents. The main purpose of these financial instruments is to provide finance for the Group and Company’s operations. The Group has various other financial assets and liabilities such as receivables and trade payables, which arise directly from its operations.
It is and has been throughout 2023 and 2022 the Group and Company’s policy that no trading on derivatives be undertaken.
The main risks arising from the Group and Company’s financial instruments are foreign currency risk, credit risk, liquidity risk, interest rate risk and capital risk. The board reviews and agrees policies for managing each of these risks which are summarised below.
Foreign currency risk
The Group undertakes certain transactions denominated in foreign countries. Hence, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forward exchange contracts where appropriate.
At the year ended 30 June 2023 and 30 June 2022, the Group had no outstanding forward exchange contracts.
Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. As the Group does not, as yet, have any sales to third parties, this risk is limited.
The Group and Company’s financial assets comprise receivables and cash and cash equivalents. The credit risk on cash and cash equivalents is limited because the counterparties are banks with high credit-ratings assigned by international credit rating agencies. The Group and Company’s exposure to credit risk arise from default of its counterparty, with a maximum exposure equal to the carrying amount of cash and cash equivalents in its consolidated balance sheet.
The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The Group defines counterparties as having similar characteristics if they are connected entities.
Liquidity risk management
Liquidity risk is the risk that the Group will not have sufficient funds to meet liabilities. Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an appropriate liquidity risk management framework for the management of the Group and Company’s short, medium, and long-term funding and liquidity management requirements. The Group manages liquidity by maintaining adequate reserves and by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Cash forecasts are regularly produced to identify the liquidity requirements of the Group. To date, the Group has relied on shareholder funding and loan arrangements to finance its operations.
48 | Page
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IMC Exploration Group Public Limited Company
Notes to the Financial Statements
for the year ended 30 June 2023
Continued
The expected maturity of the Group and Company’s financial assets (excluding prepayments) as at 30 June 2023 and 30 June 2022 was less than one month.
The Group expects to meet its other obligations from operating cash flows with an appropriate mix of funds and equity investments. The Group further mitigates liquidity risk by maintaining an insurance programme to minimise exposure to insurable losses.
The group had no derivative financial instruments as at 30 June 2023 and 30 June 2022.
Interest rate risk
The Group and Company’s exposure to the risk of changes in market interest rates relates primarily to the Group and Company’s holdings of cash and short-term deposits.
It is the Group and Company’s policy as part of its disciplined management of the budgetary process to place surplus funds on short-term deposit in order to maximise interest earned.
Capital Risk Management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust its capital structure, the Group may adjust or issue new shares or raise debt. No changes were made in the objectives, policies or processes during the years ended 30 June 2023 and 30 June 2022. The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising issued capital, reserves and retained losses as disclosed in the consolidated statement of changes in equity.
Fair values
The carrying amount of the Group and Company’s financial assets and financial liabilities is a reasonable approximation of the fair value.
Hedging
At the year ended 30 June 2023 and 30 June 2022, the Group had no outstanding contracts designated as hedges.
29. Approval of financial statements
The financial statements were approved by the board on 27th October 2023.