Company Registration No. 10026453 (England and Wales)
Cornish Metals Holdings Limited (formerly Cornish Metals Limited)
Unaudited financial statements
for the year ended 31 December 2024
Pages for filing with the registrar
Cornish Metals Holdings Limited (formerly Cornish Metals Limited)
Contents
Page
Statement of financial position
1
Notes to the financial statements
2 - 8
Cornish Metals Holdings Limited (formerly Cornish Metals Limited)
Statement of financial position
As at 31 December 2024
1
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
4
46,699,967
24,859,207
Current assets
Debtors
6
7,448,228
18,270,086
Cash at bank and in hand
4,428,575
14,329,303
11,876,803
32,599,389
Creditors: amounts falling due within one year
7
(21,824,610)
(33,942,345)
Net current liabilities
(9,947,807)
(1,342,956)
Net assets
36,752,160
23,516,251
Capital and reserves
Called up share capital
8
32,705,212
27,159,211
Other reserves
9
334,436
175,749
Profit and loss reserves
3,712,512
(3,818,709)
Total equity
36,752,160
23,516,251
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
For the financial year 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 year 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. 10026453
Cornish Metals Holdings Limited (formerly Cornish Metals Limited)
Notes to the financial statements
For the year ended 31 December 2024
2
1
Accounting policies
Company information
Cornish Metals Holdings Limited (formerly Cornish Metals 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.
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 comparative financial period was for the eleven month period 1 February 2023 to 31 December 2023 and is not directly comparable to the current year ended 31 December 2024. The year end changed during the prior period so that it was in line with the parent company.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Cornish Metals Holdings Limited (formerly Cornish Metals Limited) is a wholly owned subsidiary of Cornish Metals Inc. and the results of Cornish Metals Holdings Limited (formerly Cornish Metals Limited) are included in the consolidated financial statements of Cornish Metals Inc. which are available from www.cornishmetals.com.
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 parent, Cornish Metals Inc, which confirms its support of the company for at least twelve months from the signing of the financial statements.
1.3
Income
Other operating income relates to management charges receivable from other group companies for management and administrative services and is recognised at the fair value of the consideration received or receivable, and is shown net of VAT and other sales related taxes.
Income from shares in group undertakings relates to dividend income from subsidiaries and is recognised when the shareholder's right to receive payment has been established.
Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.
Cornish Metals Holdings Limited (formerly Cornish Metals Limited)
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
3
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.5
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.
1.6
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.
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.
Cornish Metals Holdings Limited (formerly Cornish Metals Limited)
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
4
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
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
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.
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.
1.9
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.
1.10
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.11
Share-based payments
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.
Cornish Metals Holdings Limited (formerly Cornish Metals Limited)
Notes to the financial statements (continued)
For the year ended 31 December 2024
1
Accounting policies (continued)
5
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.
1.12
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 following judgements have had the most significant effect on amounts recognised in the financial statements.
Share based payments
The company used the Black-Scholes Option Pricing Model for the valuation of share-based payments. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate, expiry date and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate, consequent the company's profit or loss and share-based payment reserve.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
4
3
Cornish Metals Holdings Limited (formerly Cornish Metals Limited)
Notes to the financial statements (continued)
For the year ended 31 December 2024
6
4
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
46,699,967
24,859,207
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
24,859,207
Additions
30,821,990
At 31 December 2024
55,681,197
Impairment
At 1 January 2024
-
Impairment losses
8,981,230
At 31 December 2024
8,981,230
Carrying amount
At 31 December 2024
46,699,967
At 31 December 2023
24,859,207
The impairment recognised during the year ended 31 December 2024, relates to the company’s investment in Cornish Minerals Limited, a previous group undertaking prior to its liquidation on 25 October 2024.
The value of investment in Cornish Minerals Limited was equivalent to the book value of the mineral rights of the South Crofty Tin Project and other mineral properties in Cornwall, UK which Cornish Minerals Limited held. Pursuant to a group restructuring, the book value of these mineral rights was transferred to Cornish Minerals UK Limited, a newly incorporated group undertaking, resulting in an impairment of the company’s investment in Cornish Minerals Limited.
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
South Crofty Limited
Osprey House, Malpas Road, Truro, TR1 1UT
Mining and processing
Ordinary
100
Cornish Minerals UK Limited
Osprey House, Malpas Road, Truro, TR1 1UT
Mining and processing
Ordinary
100
Cornish Minerals UK Limited was newly incorporated on 15 May 2024.
Cornish Metals Holdings Limited (formerly Cornish Metals Limited)
Notes to the financial statements (continued)
For the year ended 31 December 2024
7
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
21,350
10,277
Amounts owed by group undertakings
7,339,538
18,225,369
Other debtors
87,340
34,440
7,448,228
18,270,086
Amounts owed by group undertakings are interest free and repayable on demand.
7
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
162,680
56,667
Amounts owed to group undertakings
21,576,994
33,409,349
Taxation and social security
38,811
29,949
Other creditors
46,125
446,380
21,824,610
33,942,345
Amounts owed to group undertakings are interest free and repayable on demand.
8
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 5p each (2023: 10p each)
654,104,253
271,592,113
32,705,212
27,159,211
On 16 August 2024, the company reduced the nominal value of ordinary shares from £0.10 each to £0.05 each for the 271,592,113 ordinary shares in issue. This resulted in a reduction of £13,579,606 to share capital.
On 30 November 2024, 382,512,140 shares were issued at nominal value, now £0.05, in exchange for settlement of the intercompany payable due to the parent undertaking, Cornish Metals Inc., as at 31 December 2023. This resulted in an increase to share capital of £19,125,607.
9
Equity reserve
Other reserves consist of a capital contribution arising from share-based payment transactions. Employees of Cornish Metals Holdings Limited (formerly Cornish Metals Limited) have been issued options over equity instruments of its parent company, Cornish Metals Inc.
During the year ended 31 December 2024 a charge of £158,687 (2023: £111,269) 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.
Cornish Metals Holdings Limited (formerly Cornish Metals Limited)
Notes to the financial statements (continued)
For the year ended 31 December 2024
8
10
Financial commitments, guarantees and contingent liabilities
On October 15, 2024, Cornish Metals Inc entered into a secured debt facility for US$9,145,000 with Vision Blue Resources Limited, a significant shareholder of Cornish Metals Inc. The term of the facility was until March 31, 2025 with an interest rate of 15% per annum. The facility was repaid on 24 March 2025. The security comprised fixed and floating charges over the assets of Cornish Metals Holdings Limited (formerly Cornish Metals Limited) and has since been discharged with the repayment of the facility.
11
Related party transactions
Related party transactions with other wholly owned group entities have not been disclosed in accordance with the exemption available under FRS 102 Section 33.1a.
12
Parent company
The company's ultimate parent undertaking and controlling party is Cornish Metals Inc., a company incorporated in Canada. Its registered address is 1056-409 Granville Street, Vancouver, BC, Canada V6C 1T2.