MCI Medcaw Investments Plc

Medcaw Investments Plc

 

(“Medcaw” or the “Company”)

 

Half-year Report for the Period Ended 30 June 2024

 

CHAIRMAN’S STATEMENT

 

Operational Review

 

It is my pleasure to submit the Chairman’s Statement for the Company covering the six-month period to 30 June 2024.

During the period, the company continued to work closely with the board of Abyssinian Metals Limited ("AML"), the  company developing the Kenticha Lithium Project located in Oromia State, Southern Ethiopia.

The proposed Reverse Takeover Transaction has taken longer than was initially intended and this is due to the emergence of a dispute between AML and its 49% joint venture partner in the project - Oromia Mining Share Company (the parastatal mining company for Oromia State).   Negotiations are ongoing between the joint venture partners, the Federal Government of Ethiopia and the Ethiopian Federal Ministry of Mines and there is now a clear process in motion to achieve a resolution of the dispute.  AML, through its legal advisors (Clifford Chance LLP), constructed and tabled a proposal which not only serves as a dispute resolution, moreover, establishes a platform for a revised joint venture agreement, and the issuance of the Mining Licence for the Kenticha Lithium Project (currently an Exploration License exists over the primary rock resource). 

The proposed transaction constitutes a reverse takeover under the Listing Rules, therefore, the Company requested its securities be suspended from trading with effect from 7 July 2023. The Company’s securities continue to be suspended as the transaction is ongoing.

The Company and AML have engaged professional advisors and continue to work through diligence and documentation to complete the Transaction.

I would like to thank our shareholders, my fellow directors and our colleagues at Orana Corporate for their continuing patience and ongoing support.

 

Financial Review

 

The Company incurred administrative expenses of £165,603 during the six months to 30 June 2024.  At the end of the period the Company had cash of £162,941,

 

Outlook

 

The directors are working with the Company’s advisers on the acquisition of AML and the re-admission of the Company’s shares to trading on the London Stock Exchange with the aim of completing this transformational and value enhancing transaction in as short a time frame as possible.

 

Principal Risks and Uncertainties

 

The principal risks and uncertainties for the remaining six months of the financial year remain the same as those contained within the annual report and accounts as at 31 December 2023.

 

Related Party Transactions

 

No related party transactions have taken place in the first six months of the current financial year. There have been no changes in the related party transactions described in the last annual report that could have a material effect on the financial position or performance of the Company in the first six months of the current financial year.

 

Statement of Directors’ Responsibilities

 

The directors confirm that these condensed interim financial statements have been prepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom’s Financial Conduct Authority and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

 

• an indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

 

• material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report.

 

 

Marcus Yeoman

Non-Executive Chairman

26 September 2024

 

CONTACT:

Medcaw Investments Plc

Charlie Wood                      via Orana Corporate LLP       +44 (0) 203 475 6834

 For more information please visit: https://medcaw-invest.com/

 

 

CONDENSED STATEMENT OF COMPREHENSIVE INCOME

FOR 6 MONTHS TO 30 JUNE 2024

 

			Unaudited	Unaudited
			6 months ended 30 June 2024	6 months ended 30 June 2023
	Note		£	£
Revenue			-	-
Administrative expenses			(165,603)	(135,975)
Impairment			(172,428)	-
Operating result			(338,031)	(135,975)
Finance income/(expense)			15,000	-
Loss before taxation			(323,031	(135,975)
Income tax			-	-
Loss for the period and total comprehensive income for the period			(323,031)	(135,975)
Basic and diluted loss per ordinary share (pence)	3		(1.46)	(0.79)

 

CONDENSED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2024

 

		Unaudited	Audited
		As at 30 June 2024	As at 31 December 2023
	Note	£	£
ASSETS
Current assets
Other current assets		16,938	140,323
Cash and cash equivalents		162,941	371,484
Loan notes	4	-	-
Total assets		179,879	511,807
Liabilities
Current liabilities
Trade & other payables		233,854	242,751
Total liabilities		233,854	242,751
Net (liabilities)/assets		(53,975)	269,056
EQUITY AND LIABILITIES
Equity attributable to owners
Ordinary share capital	5	221,320	221,320
Share premium	5	1,005,110	1,005,110
Share based payments reserve		14,903	14,903
Accumulated losses		(1,295,308)	(972,277)
Total equity		(53,975)	269,056

 

 

CONDENSED STATEMENT OF CHANGES IN EQUITY

AS AT 30 JUNE 2024

 

	Ordinary share capital		Share premium		Share based payment reserve			Retained earnings		Total equity
	£		£		£			£		£
As at 31 December 2022	171,320		679,110		-			(260,170)		590,323
Comprehensive loss for the year
Loss for the year	-		-		-			(712,170)		(712,170)
Total comprehensive loss for the year	-		-		-			(712,170)		(712,170)
Transactions with owners
Warrants issued during year	-		-		14,903			-		14,903
Ordinary shares issued during year	50,000		350,000		-			-		400,000
Share issue costs	-		(24,000)		-			-		(24,000)
Total transactions with owners	50,000		326,000		14,903			-		390,903
As at 31 December 2023	221,320		1,005,110		14,903			(972,277)		(269,056)
Comprehensive loss for the period
Loss for the period		-		-		-	(323,031)		(323,031)
Total comprehensive loss for the period		-		-		-	(323,031)		(323,031)
Transactions with owners
Ordinary shares issued during year		-		-		-	-		-
Total transactions with owners		-		-		-	-		-
As at 30 June 2024		221,320		1,005,110		14,903	(1,295,308)		(53,975)

 

 

CONDENSED STATEMENT OF CASH FLOWS

FOR 6 MONTHS TO 30 JUNE 2024

 

	Unaudited	Unaudited
	6 months ended 30 June 2024	6 months ended 30 June 2023
	£	£
Cash flows from operating activities
Loss before income tax	(323,031)	(135,975)
Adjustments for:
Impairment	172,428	-
Interest income	(15,000)	-
Share based payments	-	-
Decrease / (Increase) in other receivables	123,385	(21,565)
Decrease in other payables	(8,897)	(161,327)
Net cash from operating activities	(51,115)	(318,867)
Cash flows from financing activities
Cash received from issue of ordinary Shares	-	187,250
Net cash inflow from financing activities	-	187,250
Cash flows from investing activities
Loan notes	(157,428)	(150,000)
Net cash inflow from investing activities	(157,428)	(150,000)
Net (decrease)/ increase in cash and cash equivalents	(208,543)	(281,617)
Cash and cash equivalents at beginning of period	(371,484)	643,872
Cash and cash equivalents at end of period	162,941	362,255

 

NOTES TO THE INTERIM FINANCIAL INFORMATION

FOR 6 MONTHS TO 30 JUNE 2024

 

 

1         General information

The Company was incorporated on 11 December 2020 as a public company in England and Wales with  company number 13078596 under the Companies Act, 2006.

The address of its registered office is Central Working Victoria Eccleston Yards, 25 Eccleston Place London SW1W 9NF United Kingdom.

The principal activity of the Company is to pursue one or more acquisitions in the natural resources field.

 

2         Accounting policies

 

IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.

2.1           Basis of preparation

The Interim Financial Statements of the Company are unaudited condensed financial statements for the six month period ended 30 June 2024.

 

The accounting policies applied by the Company in these Interim Financial Statements, are the same as those applied by the Company in its  financial statements and have been prepared on the basis of the accounting policies applied for the financial year to 31 December 2023 which have been prepared in accordance with IFRS as adopted by UK for. The Company Financial Statements have been prepared using the measurement bases specified by IFRS each type of asset, liability, income and expense.

 

The functional currency for the Company is determined as the currency of the primary economic environment in which it operates.  The functional and presentational currency of the Company is Pounds Sterling (£).

 

The business is not considered to be seasonal in nature.

 

The comparative figures have been presented as the Company Financial Statements cover the 6 month period ended 30 June 2023 and the 12 month period ended 31 December 2023.

 

New standards, amendments and interpretations adopted

During the current period the Company adopted all the new and revised standards, amendments and interpretations that are relevant to its operations and are effective for accounting periods beginning on 1 January 2024.  This adoption did not have a material effect on the accounting policies of the Company.

 

New standards, amendments and interpretations not yet adopted by the Company.

The standards and interpretations that are relevant to the Company, issued, but not yet effective, up to the date of these interim Financial information have been evaluated by the Directors and they do not consider that there will be a material impact of transition on the financial information.

 

2.2           Going concern

The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future.

The Company has based the going concern assumption on a base case, where any proposed transaction does not take place meaning the entity has the ability to meet its working capital requirements from existing cash. The existing cash are sufficient to meet the working capital requirements of the Company going forward when outgoings are reduced to only committed costs. This includes applying mitigation measures to reduce the cost base of the Company. As a result of this the directors believe that the going concern assumption is appropriate.

Under the scenario that any proposed acquisition does take place the Company would secure additional funding to ensure that all future capital commitments would be able to be satisfied.

Taking these matters into consideration, the Directors consider that the continued adoption of the going concern basis is appropriate having reviewed the forecasts for the coming 12 months from the date of signing and the financial statements do not reflect any adjustments that would be required if they were to be prepared other than on a going concern basis.

 

2.4  Cash and cash equivalents

The Directors consider any cash on short-term deposits and other short-term investments to be cash equivalents.

 

2.5  Financial assets and liabilities

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of a financial instrument. Financial assets and financial liabilities are offset if there is a legally enforceable right to set off the recognised amounts and interests and it is intended to settle on a net basis.

 

2.6 Earnings per Ordinary Share

The Company presents basic and diluted earnings per share data for its Ordinary Shares. Basic earnings per Ordinary Share is calculated by dividing the profit or loss attributable to Shareholders by the weighted average number of Ordinary Shares outstanding during the period. Diluted earnings per Ordinary Share is calculated by adjusting the earnings and number of Ordinary Shares for the effects of dilutive potential Ordinary Shares.

 

2.7 Equity

 

Share capital is determined using the nominal value of shares that have been issued.

The share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the share premium account, net of any related income tax benefits.

Retained losses includes all current and prior period results as disclosed in the income statement.

 

2.8  Critical accounting estimates and judgments

In preparing the Company Financial information, the Directors have to make judgments on how to apply the Company’s accounting policies and make estimates about the future. The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the interim financial information.

 

3         Loss per Ordinary Share

	As at 30  June 2024	As at 30  June 2023
Basic loss per Ordinary Share
Earnings attributable to Shareholders	(323,031)	(135,975)
Weighted average number of Ordinary Shares	22,132,095	17,132,095
Basic and diluted loss per share (pence)	(1.46)	(0.79)

 

 

4         Loan notes

 

	As at 30 June 2024           £	As at 31 December 2023            £
Loan note	307,338	149,109
Interest receivable	22,849	7,849
Provision for doubtful debts	(330,187)	(157,759)
	-	-

 

On 23rd June 2023 and January 2021 £149,109 and £157,428 was loaned to Abyssinian Metals Pty Ltd (AML) to fund working capital requirements. The loan accrues interest at 10% per annum payable in monthly instalments. The loan is repayable upon demand by the lender and can be converted into shares in AML subject to certain milestones. As at reporting date the loan has not been converted to equity. Due to inherent uncertainties around the collectability of the loan a provision has been raised and an impairment charge for the full amount recorded in the current year.

 

5         Share Capital

 

	Ordinary Shares	Share Capital		Share Premium	Total
		£		£	£
At 31 December 2022	17,132,095		171,320	679,110	850,430
Issue of ordinary shares 3	5,000,000		50,000	350,000	400,000
Share issue costs	-		-	(24,000)	(24,000)
At 31 December 2023	22,132,095		221,320	1,005,110	1,226,430
Movement for the year	-		-	-	-
As at 30 June 2024	22,132,095		221,320	1,005,110	1,226,430

 

 

 

 

6         Warrants
 

	As at 30 June 2024
	Weighted average exercise price	Number of warrants
Brought forward at 1 January 2024	20p	13,712,500
Granted in year	-	-
Vested in year	-	-
Outstanding at 30 June 2024	20p	13,712,500
Exercisable at 30 June 2024	20p	13,712,500

 

The weighted average time to expiry of the warrants as at 30 June 2024 is 1.5 years.

 

7         Related party transactions

 

There have been no material related party transactions in the period that require disclosure.

 

8         Events subsequent to the reporting date

 

There have been no material events subsequent to the reporting date.

 

9         Financial commitments and contingent liabilities

 

There were no financial commitments or contingent liabilities of the Company as at 30 June 2024.

 

10     Ultimate controlling party

As at 30 June 2024, there was no ultimate controlling party of the Company.