Company Registration No. 06242518 (England and Wales)
South Crofty Limited
Unaudited financial statements
for the period ended 31 December 2023
Pages for filing with the registrar
South Crofty Limited
Contents
Page
Statement of financial position
1 - 2
Notes to the financial statements
3 - 12
South Crofty Limited
Statement of financial position
As at 31 December 2023
1
31 December 2023
31 January 2023
Notes
£
£
£
£
Fixed assets
Intangible assets
4
29,725,983
20,119,256
Tangible assets
5
14,128,599
5,104,077
43,854,582
25,223,333
Current assets
Debtors
6
938,140
543,159
Cash at bank and in hand
125,093
89,327
1,063,233
632,486
Creditors: amounts falling due within one year
7
(20,597,539)
(10,868,239)
Net current liabilities
(19,534,306)
(10,235,753)
Net assets
24,320,276
14,987,580
Capital and reserves
Called up share capital
8
24,298,827
14,774,106
Revaluation reserve
9
560,381
560,381
Other reserves
10
71,998
Profit and loss reserves
(610,930)
(346,907)
Total equity
24,320,276
14,987,580
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
For the financial period ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
South Crofty Limited
Statement of financial position (continued)
As at 31 December 2023
2
The financial statements were approved by the board of directors and authorised for issue on 16 August 2024 and are signed on its behalf by:
Kenneth Armstrong
Director
Company Registration No. 06242518
South Crofty Limited
Notes to the financial statements
For the period ended 31 December 2023
3
1
Accounting policies
Company information
South Crofty Limited is a private company limited by shares incorporated in England and Wales. The registered office is Osprey House, Malpas Road, Truro, TR1 1UT.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence based on the support of the parent company for the foreseeable future. As such, the directors have adopted the going concern basis of accounting in preparing the financial statements.
The directors are aware that the company is in a net current liabilities position, however, they have received a letter of support from the ultimate parent company, Cornish Metals Inc, which confirms their support of the company for at least twelve months from the signing of the financial statements new period.
1.3
Reporting period
The comparative financial period was for the year 1 February 2022 to 31 January 2023 and is not directly comparable to the current period ended 31 December 2023. The year end changed during the period so that it is in line with the parent company.
1.4
Intangible fixed assets other than goodwill
Exploration and evaluation assets are capitalised under intangible assets on an individual prospect basis until such time as an economic ore body is defined or the prospect is abandoned. When it is determined that such costs will be recouped through development and exploitation, the capitalised expenditure is transferred to tangible assets and depreciated over the expected productive life of the asset. Costs for a producing prospect are amortised on a unit-of-production method based on the estimated life of the ore reserves, while costs for the prospect abandoned are written off.
An impairment review for deferred exploration and evaluation assets is carried out on a project by project basis, with each project representing a single cash generating unit. An impairment review is undertaken when indicators of impairment arise by typically when one or more of the following circumstances apply:
Unexpected geological occurrences are identified that render the resource uneconomic;
Title to the asset is compromised;
Fluctuations in metal prices render the project uneconomic;
Variation in the currency of operations; and
A threat to political stability in the country of operation exists.
South Crofty Limited
Notes to the financial statements (continued)
For the period ended 31 December 2023
1
Accounting policies (continued)
4
The recoverability of the amounts capitalised for the undeveloped exploration and evaluation assets is dependent upon the determination of economically recoverable ore reserves, confirmation of the company's interest in the underlying mineral claims, the ability to farm out its exploration and evaluation assets, the ability to obtain the necessary financing to complete their development and future profitable production or proceeds from the disposition thereof.
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Land
Not depreciated
Plant and equipment
5 years straight line
Fixtures and fittings
10 years straight line
Computer equipment
3 years straight line
Motor vehicles
4 years straight line
Water treatment plant
Asset depreciated on unit-of-treatment method based on the volume of water estimated to be treated over the total life of the plant
Processing plant
Asset not available for use so not depreciated
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. 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 risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
South Crofty Limited
Notes to the financial statements (continued)
For the period ended 31 December 2023
1
Accounting policies (continued)
5
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
South Crofty Limited
Notes to the financial statements (continued)
For the period ended 31 December 2023
1
Accounting policies (continued)
6
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Tax losses surrendered for Research and development tax credit refund are treated as a tax credit in the financial statements.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
South Crofty Limited
Notes to the financial statements (continued)
For the period ended 31 December 2023
1
Accounting policies (continued)
7
1.14
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the black scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
2
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
South Crofty Limited
Notes to the financial statements (continued)
For the period ended 31 December 2023
2
Critical accounting judgements and key sources of estimation uncertainty (continued)
8
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Exploration and evaluation assets
Recorded costs of exploration and evaluation assets are not intended to reflect present or future values of these properties. The recorded costs are subject to measurement uncertainty and it is reasonably possible, based on existing knowledge, that changes in future conditions could require a material change in the recognised amount.
Impairment
The directors apply significant judgment in assessing each cash-generating unit and assets for the existence of indicators of impairment at the reporting date. Internal and external factors are considered in assessing whether indicators of impairment are present that would necessitate impairment testing. Significant assumptions regarding commodity prices, operating costs, capital expenditures and discount rates are used in determining whether there are any indicators of impairment. These assumptions are reviewed regularly by the directors and compared, when applicable, to relevant market consensus views.
Environmental rehabilitation
Upon the commencement of mine dewatering, judgment has been applied in assessing whether a provision for related environmental rehabilitation is required. The directors have concluded that no measurable rehabilitation obligation arises for the reported period. In reaching this assessment, reference was made to the improved quality of the treated water discharged from the water treatment plant, its long useful economic life, and the wider benefit to the community of the plant, improved water quality and the inherent value of the surrounding mine site. Furthermore, the directors' assessment has been supported through ongoing engagement with applicable regulatory authorities.
Depreciation of the water treatment plant
Judgment was applied by directors in determining that depreciation of the plant commenced on 1 November 2023. In reaching this assessment, reference was made to the success of the commissioning period before and after this date, and the volume and quality of the treated water discharged from the plant. Furthermore, judgment was required in determining the most appropriate depreciation methodology of the water treatment plant to reflect the expected pattern of economic benefit.
3
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
Period to
Year to
31 Dec 23
31 Jan 23
Number
Number
Total
43
25
Employee costs that are directly attributable to the exploration and evaluation of the South Crofty mine are capitalised as intangible assets.
South Crofty Limited
Notes to the financial statements (continued)
For the period ended 31 December 2023
9
4
Intangible fixed assets
Exploration and evaluation asset
£
Cost
At 1 February 2023
20,119,256
Additions
9,606,727
At 31 December 2023
29,725,983
Amortisation and impairment
At 1 February 2023 and 31 December 2023
Carrying amount
At 31 December 2023
29,725,983
At 31 January 2023
20,119,256
The exploration and evaluation assets are in relation to the South Crofty Tin Project and associated mineral rights in Cornwall, UK. The company holds the rights to the South Crofty underground mine permission area, plus additional mineral rights located in various parts of Cornwall.
The associated development costs of evaluating the technical feasibility and commercial viability of the mine have been capitalised.
South Crofty Limited
Notes to the financial statements (continued)
For the period ended 31 December 2023
10
5
Tangible fixed assets
Land and buildings
Plant and machinery etc
Water treatment plant
Processing plant
Total
£
£
£
£
£
Cost
At 1 February 2023
859,000
837,159
3,628,084
5,324,243
Additions
208,425
2,293,136
7,014,603
119,471
9,635,635
Disposals
(44,985)
(44,985)
At 31 December 2023
1,067,425
3,085,310
10,642,687
119,471
14,914,893
Depreciation and impairment
At 1 February 2023
220,166
220,166
Depreciation charged in the period
167,189
443,381
610,570
Eliminated in respect of disposals
(44,442)
(44,442)
At 31 December 2023
342,913
443,381
786,294
Carrying amount
At 31 December 2023
1,067,425
2,742,397
10,199,306
119,471
14,128,599
At 31 January 2023
859,000
616,993
3,628,084
5,104,077
Included in plant and machinery are £2,125,973 (January 2023: £323,830) of assets which are being commissioned and are not currently depreciated. Depreciation will commence once these assets are complete and available.
Depreciation of the water treatment plant commenced on 1 November 2023 when the asset was complete and available for use.
6
Debtors
Period to
Year to
31 Dec 23
31 Jan 23
Amounts falling due within one year:
£
£
Trade debtors
28,748
Other debtors
938,140
514,411
938,140
543,159
South Crofty Limited
Notes to the financial statements (continued)
For the period ended 31 December 2023
11
7
Creditors: amounts falling due within one year
Period to
Year to
31 Dec 23
31 Jan 23
£
£
Amounts owed to parent undertaking
18,225,369
9,524,721
Trade creditors
1,601,846
977,893
Taxation and social security
60,405
29,429
Other creditors
4,996
Accruals and deferred income
709,919
331,200
20,597,539
10,868,239
Amounts owed to parent undertakings are interest free and repayable on demand.
8
Called up share capital
Period ended
Year ended
Period ended
Year ended
31 Dec 2023
31 Jan 2023
31 Dec 2023
31 Jan 2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 10p each
242,988,270
147,741,065
24,298,827
14,774,106
During the period 95,247,205 ordinary shares were issued at par value in exchange for the settlement of the intercompany payable due to the immediate parent undertaking, Cornish Metals Limited, as at 31 January 2023.
9
Revaluation reserve
Assets were revalued at deemed cost for £560,381 on the date the company was bought out of administration. The revaluation reserve is considered to be non-distributable.
10
Equity reserve
Other reserves consist of a capital contribution arising from share-based payment transactions. Employees of South Crofty Limited have been issued options over equity instruments of its parent company, Cornish Metals Inc.
During the period ended 31 December 2023 a charge of £71,998 was recognised within staff costs arising from share options issued during the period and a corresponding increase in the capital contribution from Cornish Metals Inc. was also recognised.
11
Related party transactions
Related party transactions with other wholly owned group entities have not been disclosed in accordance with the exemption available under Section FRS 102 33.1a.
South Crofty Limited
Notes to the financial statements (continued)
For the period ended 31 December 2023
12
12
Parent company
The company is controlled by Cornish Metals Limited whose ultimate owner is Cornish Metals Inc., a company incorporated in Canada. Their registered office is Suite 960-789 West Pender Street, Vancouver, British Columbia, Canada, V6C 1HC.
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