Company Registration No. 15722342 (England and Wales)
Cornish Minerals UK Limited
Unaudited financial statements
for the period ended 31 December 2024
Pages for filing with the registrar
Cornish Minerals UK Limited
Contents
Page
Statement of financial position
1
Notes to the financial statements
2 - 7
Cornish Minerals UK Limited
Statement of financial position
As at 31 December 2024
31 December 2024
1
2024
Notes
£
£
Fixed assets
Intangible assets
4
8,981,230
Current assets
-
Creditors: amounts falling due within one year
5
(11,186)
Net current liabilities
(11,186)
Total assets less current liabilities
8,970,044
Creditors: amounts falling due after more than one year
6
(5,474,119)
Net assets
3,495,925
Capital and reserves
Called up share capital
7
3,615,392
Profit and loss reserves
(119,467)
Total equity
3,495,925
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 2024 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 member has 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.
The financial statements were approved by the board of directors and authorised for issue on 10 June 2025 and are signed on its behalf by:
Lodewyk Turvey
Director
Company Registration No. 15722342
Cornish Minerals UK Limited
Notes to the financial statements
For the period ended 31 December 2024
2
1
Accounting policies
Company information
Cornish Minerals UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Osprey House, Malpas Road, Truro, Cornwall, TR1 1UT.
The company was incorporated on 15 May 2024.
1.1
Reporting period
The reporting period for these financial statements is less than one year, ending on 31 December 2024, to align with the group's financial reporting cycle.
1.2
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 modified to include the revaluation of certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.3
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.true
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 its support of the company for at least twelve months from the signing of the financial statements.
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 prospects abandoned are written off. Prior to production, the mineral rights are not amortised. Impairment reviews for deferred exploration and evaluation assets are 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.
Amortisation 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:
Mineral rights
Not amortised prior to producing
Cornish Minerals UK Limited
Notes to the financial statements (continued)
For the period ended 31 December 2024
1
Accounting policies (continued)
3
1.5
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.
1.6
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.
Cornish Minerals UK Limited
Notes to the financial statements (continued)
For the period ended 31 December 2024
1
Accounting policies (continued)
4
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.
1.7
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.
1.8
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.
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.
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.
Impairment of mineral rights
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.
Recorded costs of mineral rights 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.
Cornish Minerals UK Limited
Notes to the financial statements (continued)
For the period ended 31 December 2024
2
Critical accounting judgements and key sources of estimation uncertainty (continued)
5
Valuation of Net Smelter Royalty
The company has a liability for a Net Smelter Royalty (“NSR”) on all metals and minerals produced from the group's South Crofty Tin Project and other mineral properties in Cornwall, UK (together "Cornwall Mineral Properties"). The NSR liability was initially recorded at fair value at the date of inception, net of transaction costs. In the absence of either observable market data for similar financial instruments or economically recoverable ore reserves for the Cornwall Mineral Properties, judgment was applied in assessing the initial fair value at the date of inception. Subsequent to the date of inception, the fair value is regularly assessed by the directors as the Cornwall Mineral Properties are advanced through their evaluation studies. The NSR liability is denominated in US dollars and is converted to GBP at each reporting date.
3
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2024
Number
Total
4
Intangible fixed assets
Mineral rights
£
Cost
At 15 May 2024
Additions
8,981,230
At 31 December 2024
8,981,230
Amortisation and impairment
At 15 May 2024 and 31 December 2024
Carrying amount
At 31 December 2024
8,981,230
The company's intangible fixed assets are in relation to the Cornwall Mineral Properties. The company holds the mineral rights to the South Crofty underground mine permission area, plus additional mineral properties located in various parts of Cornwall. During the period ended 31 December 2024, these rights were transferred to the company from Cornish Minerals Limited, a group undertaking, pursuant to a group restructuring.
No amortisation has been recognised for the period ended 31 December 2024 in line with the company's accounting policy as production from the mineral rights has not commenced.
Cornish Minerals UK Limited
Notes to the financial statements (continued)
For the period ended 31 December 2024
6
5
Creditors: amounts falling due within one year
2024
£
Amounts owed to group undertakings
1,186
Other creditors
10,000
11,186
Amounts owed to group undertakings are interest free and repayable on demand.
6
Creditors: amounts falling due after more than one year
2024
£
Other creditors
5,474,119
The company has a £5,474,119 liability for a NSR (defined in note 2) on all metals and minerals produced from the Cornwall Mineral Properties. The liability is with Osisko Gold Royalties Limited, a previous significant shareholder of the ultimate parent company.
The NSR liability comprises of:
a perpetual 1.5% NSR on the South Crofty Tin Project; and
a perpetual 0.5% NSR on any other mineral rights held by the company in Cornwall, UK that do not form part of the South Crofty Tin Project
Both royalties become payable from the commencement of production which is defined in the royalty agreements. The royalties are payable on all products which include any and all metals, minerals and products or by-products thereof.
The royalties are secured over the company and a share charge over Cornish Metals Holdings Limited's (formerly Cornish Metals Limited) holding in the company. Liquidated damages also become payable to Osisko Gold Royalties Limited in the event of default.
7
Called up share capital
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
of £1 each
3,615,392
3,615,392
On incorporation on 15 May 2024, the company issued 1 ordinary share at par.
On 21 August 2024, the company issued a further 3,615,391 ordinary shares at par. This was settled by way of the transfer of mineral rights assets and NSR liability from group undertakings to the company.
8
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.
Cornish Minerals UK Limited
Notes to the financial statements (continued)
For the period ended 31 December 2024
7
9
Parent company
The company is controlled by Cornish Metals Holdings Limited (formerly Cornish Metals Limited) whose ultimate owner is Cornish Metals Inc., a company incorporated in Canada. Its registered office is 1056 - 409 Granville Street, Vancouver, BC, Canada V6C 1T2.