Source - LSE Regulatory
RNS Number : 1099G
Oneiro Energy PLC
30 September 2024
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310

 

30 September 2024

Oneiro Energy plc

("Oneiro" or the "Company")

Interim Results & Corporate Update

 

Oneiro Energy plc (LSE:ONE), the LSE-quoted company focussed on energy transition, is pleased to announce its unaudited interim results for the six months to 31 July 2024 and to update shareholders on its proposed acquisition of Switch Metals Côte d'Ivoire Sarl ("Switch Metals").

Interim Results

The net loss after finance costs and tax of £175,877 (31 July 2023: net loss of £265,777; year to 31 January 2024: net loss of £276,484), represents a loss of 0.49 pence per share (31 July 2023: 0.96p pence per share; year to 31 January 2024: 0.76p).

Available cash as at 31 July 2024 was £636,083 (31 July 2023: £969,924; 31 January 2024: £781,872). The Company has no debt.

Strategy

The Company was formed to undertake an acquisition of a controlling interest in a company or business which has the potential to lead to less carbon-intensive and more sustainable energy systems. We have previously looked at acquiring interests within the hydrocarbon sector (primarily natural gas), alongside the wider upstream green energy sectors such as renewables, battery minerals and technology metals.

Proposed Acquisition

On 21 June 2024, we announced that the Company had agreed in principle to acquire the exploration activities of Switch Metals and certain other assets, all of which are located in Côte d'Ivoire (the "Acquisition").

Switch Metals has assembled a diverse portfolio of battery minerals and technology metal assets covering multiple historic occurrences of lithium, tantalum, niobium, nickel, cobalt, copper, and manganese. It holds several exploration licences and licence applications, as well as binding options to acquire further licences. The portfolio - spread over some 3,704km sq. km - is made up of 6 licences (3 of which are subject to an option agreement) and 7 applications, each offering district scale discovery potential.

Loan Facility

Under the Heads of Terms for the Acquisition, Oneiro agreed to provide Switch Metals with a working capital facility of up to US$500,000 (€464,843) to enable it to progress its development activities ahead of completion of the Acquisition. On 19 August 2024, the Company announced that the working capital loan facility (the "Facility") had been signed.

The Facility has been designed to allow Switch Metals to progress exploration activities during the remainder of 2024 under a workplan agreed between the Company and Switch Metals. If the transaction completes, the loan is expected to convert into an intra-group loan if not, there is provision for a bullet repayment on maturity. To date, around half of the Facility has been drawn down.

The following provides a summary of the work undertaken by Switch Metals utilising the funds provided through the Facility.

Field Work

This initial part of the exploration programme has a focus on the Issia and Tiassalé lithium and tantalum projects.

ISSIA

At Issia, the objective is twofold: (1) to firm up and rank potential Lithium-Cesium-Tantalum (LCT) pegmatite targets for a drilling campaign after re-admission; and (2) delineate target zones that could host free digging placer resources of tantalum (coltan) and support an early production strategy.

(1) LCT pegmatite drill targeting

 

-     Soil sampling on 200 m x 200 m grid analysed for Lithium (using portable LIBS analyser), Tantalum and other trace metals (using portable XRF analyser);

-     Trenching, channel sampling and laboratory assaying;

-     Ground magnetic survey on all pegmatites exposed in the trenches;

-     Up to 3,500 m of auger drilling to refine and extend the mapping of identified pegmatites.

 

(2) Tantalum placer deposit targeting

 

-     Over 300 pits within geochemically anomalous soil contours, including 200 systematic pits on a 200 m x 200 m grid;

-     Systematic panning and weighing of heavy mineral concentrates (including tantalum) from each pit, to estimate average volumetric grades and delineate high grade zones of interests to prioritise for further resource definition work.

 

Tiassalé

At Tiassalé, previous work includes stream sediment sampling focused on LCT pegmatites alongside community relations and field reconnaissance.

Since August activity has continued with mapping, rock chip and soil sampling. Two soil sampling campaigns have already been completed on a 400 m x 400 m grid followed with a reduced 200 m x 200 m grid seeking lithium anomalies using a portable LIBS analyser.

The objective is to delineate soil targets for auger drilling following the Company's re-admission.

Switch Metals has the option to acquire 100% of any licences constituting the Tiassalé asset.

 

Other Assets

Ongoing work streams on other projects have been concluded including rock chip sampling at the Bouaké pegmatite project, and finalisation of metallurgical testwork by Tetra Tech and Mintek on the Sakassou battery-grade manganese joint venture.

 

CPR

Results and interpretations from the ongoing field programme will be integrated in the Competent Person's Report ("CPR") supporting the Acquisition, the associated Reverse Takeover and concurrent fund raising in due course.

 

 

Andy Yeo, Non-Executive Chairman commented:

"Since signing the Heads of Terms and Loan Facility we have been moving steadily ahead on the work programme and corporately with all advisors now in place and documentation underway. Earlier this month, Oneiro founders Rod Murray and Rob Jones stepped away from the board to focus on their other oil & gas business interests and we are grateful to them for the opportunity to move Onerio forward as a mining company.

"The Company's shares will remain suspended for the time being as we continue to prepare for our proposed re-admission, which we hope to have completed by the end of the calendar year thereby benefiting from the noticeable uptick in interest and activity in the mining sector of late".

 

Contact details:

Oneiro Energy plc

Andy Yeo, Non-Executive Chairman c/o Allenby Capital

+44 (0) 20 3328 5656

Allenby Capital Limited (Broker & Financial Adviser)

Corporate: Nick Harriss / James Reeve / Liz Kirchner / Lauren Wright

Sales: Kelly Gardiner / Matt Butlin

Contact: +44 (0) 20 3328 5656



 

Statement of Comprehensive Income

For the half-year ended 31 July 2024

 

 

 

Notes

As at

31 July 2024

As at

31 July 2023

As at

31 January 2024

 

 


(Unaudited)

(Unaudited)

 

 

 

Administrative expenses


£

(175,877)

£

(277,680)

£

(280,909)

 

Operating loss


(175,877)

(277,680)

(280,909)

 

Other income

1

-

4,425

4,425

 

Loss before tax


(175,877)

(273,255)

(276,484)

 

Taxation charge


-

7,478

-

 

Loss for the year


(175,877)

(265,777)

(276,484)

 

Other comprehensive income


-

-

-

 

Total comprehensive loss for the year


(175,877)

(265,777)

(276,484)

 

 

Basic and diluted loss per share (pence)

 

3

 

(0.49)

 

(0.96)

 

(0.76)

 



 

Statement of Financial Position

At 31 July 2024

 

 

Notes

As at

31 July 2024

As at

31 July 2023

As at

31 January 2024

 


(Unaudited)

(Unaudited)

 

 

 


£

 

£

 

£

 

 

Assets





 

Current assets

Other receivables

 

4

 

35,240

 

36,798

 

34,488

 

Deferred tax asset

9

-

29,400

-

 

Cash and cash equivalents


636,083

969,924

781,872

 



671,323

1,036,122

816,360

 

Total assets


671,323

1,036,122

816,360

 

Liabilities





 

Current liabilities

Trade and other payables

 

5

 

(23,062)

 

(57,216)

 

(34,484)

 



(23,062)

(57,216)

(34,484)

 

Total liabilities


(23,062)

(57,216)

(34,484)

 

Net assets/(liabilities)


648,261

978,906

781,876

 

 

Equity

Share capital

 

 

6

 

 

378,420

 

 

378,420

 

 

378,420

 

Share premium


1,025,452

1,232,580

1,025,452

 

Share based payment reserve

8

114,902

51,835

72,640

 

Retained losses


(870,513)

(683,929)

(694,636)

 

Total equity


648,261

978,906

781,876

 



 

Statement of Changes in Equity

For the half-year ended 31 July 2024

 

 

 

 

Share Capital

Shares to be issued

Share premium

 

Share based payment

Retained losses

Total equity

 

Notes

 

 

 

£

£

£

£

£

£

 

At 31 January 2023


153,000

-

258,000

-

(418,152)

(7,152)

 

 

Total comprehensive income

Loss for the period


 

 

-

 

 

-

 

 

-

 

 

-

 

 

(265,777)

 

 

(265,777)

 

Transactions with owners

Issue of Ordinary Shares

 

6

 

225,420

 

-

 

-

 

-

 

-

 

225,420

 

Share premium issued

 

-

-

974,580

-

-

974,580

 

Share based payments

8

-

-

-

51,835

-

51,835

 

At 31 July 2023


378,420

-

1,232,580

51,835

(683,929)

978,906

 

 


 

 

 

 

 

 

At 31 January 2023


153,000

-

258,000

-

(418,152)

(7,152)

 

 

Total comprehensive income

Loss for the year


 

 

-

 

 

-

 

 

-

 

 

-

 

 

(276,484)

 

 

(276,484)

Transactions with owners

Issue of Ordinary Shares

 

6

 

225,420

 

-

 

-

 

-

 

-

 

225,420

Share premium issued

 

-

-

767,452

-

-

767,452

Share based payments

8

-

-

-

72,640

-

72,640

 

 


 

 

 

 

 

 

 

At 31 January 2024


378,420

-

1,025,452

72,640

(694,636)

781,876

 

 

Total comprehensive income

Loss for the period


 

 

-

 

 

-

 

 

-

 

 

-

 

 

(175,877)

 

 

(175,877)

 

Transactions with owners

Issue of Ordinary Shares

 

6

 

-

 

-

 

-

 

-

 

-

 

Share premium issued


-

-

-

-

-

-

 

Share based payments

8

-

-

-

42,262

-

42,262

 

At 31 July 2024


378,420

-

1,025,452

114,902

(870,513)

648,261

 



 

 

Statement of Cash Flows

For the half-year ended 31 July 2024

 

 

 

Notes

As at

31 July 2024

As at

31 July 2023

As at

31 January 2024

 

 


(Unaudited)

(Unaudited)

 

 

 

£

£

£

Cashflow from operating activities




Operating loss for the year

(175,877)

(273,255)

(276,484)

Adjustments for:

Share based payments

 

42,262

 

29,913

 

72,640

Movements in working capital

(Increase)/decrease in other receivables

 

(752)

 

(27,830)

 

(25,721)

Increase in trade and other payables

(11,422)

9,015

(13,516)

Net cash used in operating activities

(145,789)

(262,157)

(243,081)

 

 

Financing activities




Proceeds from issue of share capital

-

1,200,000

992,872

Net cash generated from financing activities

-

1,200,000

992,872

 

Increase/(decrease) in cash and cash

 

(145,789)

 

937,843

 

(749,791)

Cash and cash equivalents at beginning year

781,872

32,081

32,081

Cash and cash equivalents at end of year

636,083

969,924

781,872

 



 

 

Principal accounting policies for the Financial Statements

For the half-year ended 31 July 2024

Reporting entity

Oneiro Energy plc (the "Company") is a company incorporated and registered in England and Wales, with a company registration number of 13139365. The address of the Company's registered office is Level 1 Devonshire House, One Mayfair Place, London, United Kingdom, W1J 8AJ.

Basis of preparation

The interim financial statements for the half-year ended 31 July 2024 are prepared in accordance with IFRS as adopted by the UK and IAS 34 'Interim Financial Reporting'. The same accounting policies are followed in this set of interim financial statements as compared with the most recent audited annual financial statements for the year ended 31 January 2024.

The financial information relating to the half-year ended 31 July 2024 is unaudited and does not constitute statutory financial statements as defined in section 434 of the Companies Act 2006. The comparative figures for the year ended 31 January 2024 have been extracted from the annual financial statements, of which the auditors gave an unqualified audit opinion. The annual financial statements for the year ended 31 January 2024 has been filed with the Registrar of Companies.

The Company's financial risk management objectives and policies are consistent with those disclosed in the year ended 31 January 2024 annual financial statements.

The half-yearly report was approved by the board of directors on 27 September 2024

Changes in accounting standards, amendments and interpretations

The accounting policies adopted in the preparation of the financial information for the half-year ended 31 July 2024 are consistent with those followed in the preparation of the Company's annual financial statements for the year ended 31 January 2024. An additional policy for share based payments was adopted in relation to the share warrants that were granted to Directors during the period.

 

(a) Share-based payments

The company allows for Directors to acquire shares of the company and all options and warrants are equity- settled. The fair value of options granted is recognised as an expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the Directors or employees become unconditionally entitled to the options. The fair value of the options granted is measured using the Black-Scholes model, 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 vest.

At the date of authorisation of the financial statements, the following amendments to Standards and Interpretations issued by the IASB that are effective for an annual period that begins on or after 1 January 2024. These have not had any material impact on the amounts reported for the current and prior periods.

Basis of preparation

The consolidated interim financial information has been prepared in accordance with IAS 34 'Interim Financial Reporting'.  The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 January 2024, which have been prepared in accordance with IFRS.                                                                                                               

 

Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements in conformity with IFRS as adopted by the UK requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and 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 the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. The resulting accounting estimates may differ from the related actual results.

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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

In the process of applying the Company's accounting policies, the Directors' do not believe that they have had to make any assumptions or judgements that would have a material effect on the amounts recognised in the financial statements.



 

Notes to the Financial Statements

For the half-year ended 31 July 2024

 

1.      Operating loss

 

 

 

 

This is stated after charging/(crediting):

Six months ended

31 July 2024 (Unaudited)

£

Six months ended

31 July 2023 (Unaudited)

£

Year ended 31 January 2024

£

Rent receivable

-

(4,425)

(4,425)

Auditors' remuneration

14,400

-

24,000

 

2.      Staff costs and numbers

 




 

Six months ended

31 July 2024 (Unaudited)

Six months ended

31 July 2023 (Unaudited)

Year ended 31 January 2024

 

(a)  Staff numbers (including directors):

Number

Number

Number

Directors

4

3

4

(b)     Directors' remuneration:

£

£

£

Remuneration for qualifying services

15,333

12,086

34,033

Consulting

5,000

-

6,000

Share based payments

42,262

-

72,640

Total directors' costs

62,595

12,086

112,673

 

3.      Earnings per share

The basic and diluted earnings per share figures are set out below:

 


Six months ended

31 July 2024 (Unaudited)

Six months ended

31 July 2023 (Unaudited)

Year ended 31 January 2024

 


£

£

£

Loss attributable to shareholders

(175,877)

(265,777)

(276,484)

Weighted average number of shares

Number

Number

Number

For basic and diluted earnings per share

44,520,000

27,816,796

36,237,041

Total

44,520,000

27,816,796

36,237,041

 

 

Loss per share:

 

Pence per share

 

Pence per share

 

Pence per share

Basic and diluted (pence)

(0.40)

(0.96)

(0.76)


Notes to the Financial Statements

For the half-year ended 31 July 2024

 

4.       Trade and other receivables

 

Other receivables

25,050

33,431

16,073

Prepayments

10,189

3,367

18,415

Total receivables

35,240

36,798

34,488

 

5.       Trade and other payables


Six months ended

31 July 2024 (Unaudited)

Six months ended

31 July 2023 (Unaudited)

Year ended 31 January 2024

 


£

£

£

Trade payables

8,460

184

4,694

Accruals

14,400

57,000

28,255

Other taxation and social security

-

-

1,535

Other payables

202

32

-

Total trade and other payables

23,062

57,216

34,484

 

6.       Share capital

 


Six months ended

31 July 2024 (Unaudited)

Six months ended 31 July 2023 (Unaudited)

Year ended 31 January 2024

 


No.

No.

No.


44,520,000

18,000,000

18,000,000

Issued in the year

-

26,520,000

26,520,000

At the end of the year

44,520,000

44,520,000

44,520,000

 

Nominal value of Ordinary shares:

 





Six months ended

31 July 2024 (Unaudited)

Six months ended 31 July 2023 (Unaudited)

Year ended 31 January 2024

 

 

 

£

£

£

Brought forward

378,420

153,000

153,000

Issued in the year

-

225,420

225,420

At the end of the year

378,420

378,420

378,420


 

7.      Financial instruments

 

Financial assets

 

 

 

As at

31 July 2024 (Unaudited)

As at

31 July 2023 (Unaudited)

As at 31 January 2024

 

 


£

£

£

 

Cash and cash equivalents

636,083

969,924

781,872

 

Other receivables

35,240

36,798

34,488

 

Total financial assets

671,323

1,006,722

816,360

 

 

Financial liabilities




 

As at

31 July 2024 (Unaudited)

As at

31 July 2023 (Unaudited)

As at 31 January 2024

 


£

£

£

 

Trade and other payables

23,062

57,216

48,201

 

Short-term financial liabilities

23,062

57,216

48,201

 

Total financial liabilities

23,062

57,216

48,201

 

Fair value of financial assets and liabilities

 

All financial assets and liabilities that are recognised in the financial statements are short term in nature and shown at their carrying value which is also approximate to their fair value.


 

8.      Share based payments

 

At 31 July 2024, the Company had outstanding warrants to subscribe for Ordinary shares as follows:

 

Company

 

Number of

warrants

Number

Weighted

average

exercise

price

£


Outstanding at the beginning of the period

42,480,000

0.089

 

Granted during the year

-

-

 

Lapsed during the period

-

-

 

Outstanding at the end of the period

42,480,000

0.089

 

 

The weighted average contractual life of warrants at 31 July 2024 was 3.34 years.

 

Share-based remuneration expense, related to the share warrants granted to Directors during the reporting period, is included in the Administrative expenses line in the Statement of Comprehensive Income in the amount of £42,262 (2024: £72,640).

 

9.      Subsequent events

 

On 19 August 2024 the Company agreed the provision of a working capital loan facility (the "Facility") to Switch Metals.  The Facility has the following key terms:

 

·     Amount - Up to €464,843 ($500,000)

·     Term - the earlier of the closing of the transaction or 6 calendar months, with all drawdowns to have been made in the first 150 days (unless extended by mutual agreement)

·     Repayment - Conversion to intercompany loan upon completion of the contemplated transaction or bullet repayment on maturity

·     Interest rate - 5% per annum (increased to 10% per annum should Switch withdraw from the intended sale of Switch CI), payable on maturity

·     Security - Unsecured with a negative pledge

·     Drawdowns - On milestones under agreed workplan

 

The Facility was designed to allow Switch Metals to progress exploration activities during the remainder of 2024 under a workplan agreed it and the Company. To date, around half of the Facility has been drawn down.  The Facility has been made available in anticipation of an acquisition of Switch Metals by the Company, as announced on 21 June 2024.

 

10.    Ultimate controlling party

 

The Company has a number of shareholders and is not under the control of any one person or ultimate controlling party.

 

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