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Annual Report
for the period ended 31 January 2022
ALKEMY CAPITAL INVESTMENTS PLC
Annual Report for the period ended 31 January 2022
2
Table of contents
Company Information .............................................................................................................................. 3
Chairman’s Statement ............................................................................................................................. 4
Strategic Report ....................................................................................................................................... 6
Board of Directors .................................................................................................................................... 9
Directors’ Report .................................................................................................................................... 10
Directors’ Remuneration Report ............................................................................................................ 13
Risk Management Report ...................................................................................................................... 16
Corporate Governance Statement ........................................................................................................ 19
Directors’ Responsibility Statement ....................................................................................................... 21
Independent auditor’s report to the members of Alkemy Capital Investments plc ................................ 22
Statement of Comprehensive Income ................................................................................................... 27
Statement of Financial Position ............................................................................................................. 28
Statement of Changes in Equity ............................................................................................................ 29
Statement of Cash Flows ...................................................................................................................... 30
Notes to the financial statements .......................................................................................................... 31
Company Information
Directors
Paul Atherley Non-Executive Chairman
Sam Quinn Non-Executive Director
Helen Pein Non-Executive Director
Company Number
13149164
Company Secretary
Sam Quinn, Silvertree Partners LLP
Registered address
1 King Street
Office 3.05
London
United Kingdom
EC2V 8AU
Independent auditors
Crowe U.K. LLP
55 Ludgate Hill
London
EC4M 7JW
Company solicitors (UK)
Bryan Cave Leighton Paisner
Adelaide House
London Bridge
London
EC4R 9HA
Registrars
Neville Registrars
Neville House
Steelpark Road
Halesowen
B62 8HD
Company Website
www.alkemycapital.co.uk
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
4
Chairman’s Statement
I have great pleasure in presenting our maiden Annual Report as a public company. Alkemy Capital Investments
plc (“Alkemy” or the “Company”) was incorporated on 21 January 2021 and in September 2021 raised £1.5
million before expenses in an initial public offering on the Main Market of the London Stock Exchange (the
“IPO”).
We formed Alkemy in order to undertake the acquisition of a controlling interest in a company or business (an
“Acquisition”), in the mining and technology metals sectors, reflecting the experience of the Company’s board
of Directors and advisers. Since our IPO, the Company saw a steady flow of potential Acquisition opportunities
and actively reviewed a number of projects covering all stages of development in a range of commodities in
multiple jurisdictions.
Whilst evaluating these opportunities it became evident to the Board that there was a significant and attractive
opportunity to rapidly establish a business in the downstream minerals processing sector. The Company,
together with its advisers, undertook an in-depth review of the potential of this strategy, which further
strengthened the Board’s conviction.
In February 2022, we announced the formation of a subsidiary called Tees Valley Lithium Limited (“TVL”) that
would aim to develop the UK’s first Lithium Hydroxide processing facility. This transaction and change of
strategy constituted a reverse takeover transaction under the listing rules of the London Stock Exchange and
resulted in Alkemy becoming an operating company.
Although we are still in the early stages, our aim is to build the most sustainable and significant producer of
lithium hydroxide globally, utilising the advantages of the UK’s chemical processing skills, infrastructure, green
energy and legislation. We expect to update the market in due course on further exciting developments as we
continue to advance this project.
Lithium Hydroxide Market
China dominates lithium conversion capacity (currently processing 90% of the world’s Lithium Hydroxide) and
increasingly is moving upstream to secure feedstock. The market for lithium hydroxide has been well articulated
by many analysts with a consensus forecasting that it will go into deficit causing prices to rise significantly over
the medium term.
It is also expected that Europe and the US will continue to use the higher performance NMC batteries which
require a lithium hydroxide feedstock.
Lithium Hydroxide Facility – Tees Valley
Alkemy via its wholly owned subsidiary TVL is looking to develop, construct and operate one of the world’s most
sustainable producers of lithium hydroxide with a view to becoming a key supplier to the UK and European
mobile energy market and has identified and entered into an exclusivity agreement with Sembcorp Utilities (UK)
in respect of a brownfields site at the Wilton International chemical engineering park located in Teesside, a
major UK Freeport.
We have conducted initial high level due diligence into the feasibility of establishing a Lithium Hydroxide
Monohydrate (“LHM”) plant at the site which will aim to initially produce 24,000 tonnes per annum, and up to
96,000 tonnes per annum, from lithium feedstock from various sources, to be sold to the UK and European
mobile energy markets. We are currently reviewing several methodologies for the production of lithium
hydroxide and consider that processing LHM by either causticisation or electrochemical processing are the most
suitable for the Company.
The proposed development timeline is based on progressing production by way of causticisation having
achieved better results in recent studies and is also based on knowledge of the accelerated development
timelines being achieved on other projects known to the Directors.
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
5
The anticipated timeline for the development of the project is as follows:
• Class 4 Capex and Opex study – completed April 2022
• Front End Engineering Study (FEED) - completed in Q3 2022
• Long lead time procurement – Q3 2022 to Q2 2023
• Financing - Q4 2022
• Main Construction, subject to financing - Q4 2022 to Q4 2023.
We are currently in discussions with several potential providers of primary lithium sulphate feedstock and look
forward to updating the market on this in due course.
Management team
In order to successfully execute on the strategy, Alkemy strengthened the management team with the addition
of John Walker as Chief Executive Officer and Director of TVL in March 2022. John will continue to build out his
team to enable TVL to meet its objectives and additional appointments will be announced to the market in due
course.
Key consultants/partners
Since announcing our change of strategy we have appointed several industry leading consultants to help us
deliver the project, including:
• Wave International - a leading consulting firm in the battery and tech metals sector, with extensive
upstream and downstream lithium processing experience. Wave delivered the Class 4 study and have
had a significant involvement in the development of lithium hydroxide refineries in Australia. Wave will
manage all work programmes including the work of our other experts and consultants, in order to
develop a best-in-class lithium hydroxide monohydrate refining process.
• ANZAPLAN – a leading engineering consultant who will assist TVL in the development of the
electrochemical route process.
• Nagrom laboratories – a leading laboratory who will advise on the removal of impurities.
We expect to make further appointments as the project develops and will keep the market updated on this front.
Funding
Alkemy is considering various funding options for the project including private equity, a structured bond and an
institutional equity component and will update the market on this in due course. As it is intended to finance and
operate the facility via its operating subsidiary TVL, if this is achieved it is anticipated that there will be no
immediate dilution to Alkemy’s shareholders as part of the proposed financing process.
We would like to take this opportunity to thank our shareholders for their continued support and look forward to
reporting on our progress during 2022 as we deliver on our new strategy.
Paul Atherley
Non-Executive Chairman
17 May 2022
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
6
Strategic Report
The Directors present the Strategic Report of the Company for the period ended 31 January 2022.
Review of business and future developments
The Company was incorporated and registered in England and Wales on 21 January 2021 and on 27 September
2021 was admitted to the Standard Listing segment of the Official List of the UK Listing Authority and to trading
on the London Stock Exchange, having raised £1.5 million (before expenses) from the issue of 2,999,999 million
ordinary shares at a placing price of 50p.
The Company was formed to undertake an Acquisition of a controlling interest in a company or business. Given
their experience, the Board focused on the mining and technology metals sectors.
As noted in the Chairman’s Statement on page 4, after the period end on 25 February 2022, the Company
announced that it had entered into an exclusivity agreement (the “Exclusivity Agreement”) with Sembcorp
Utilities (UK) Limited and a heads of terms in respect of a proposed option to enter into a lease over a
brownfields site (the “Site”) at Wilton International (the “Agreement to Lease”) and a long lease over the Site.
Wilton International is a well-established chemical engineering park located in Teesside, a major Freeport in the
UK. A lease may be entered into by TVL, a subsidiary of the Company, following exercise of the option granted
under the Agreement to Lease (the “Lease”). It is intended that TVL will be the operating company that develops
the Project.
On entry into the Exclusivity Agreement, the Company paid an exclusivity fee of £50,000 and was granted a six
month period of exclusivity in which to further evaluate the Site and prepare the definitive Lease, a utilities
agreement and a services agreement, giving effect to the heads of terms. The entering into the Exclusivity
Agreement and incorporation of TVL constituted an Acquisition and reverse takeover transaction under the rules
of the London Stock Exchange.
If, during the six month exclusivity period the Board determines that the opportunities presented by the
development of the Site would be in the best interests of shareholders, the Company, via TVL, intends to enter
into the Lease and to commence the design, finance and construct of a plant that will produce Lithium Hydroxide
Monohydrate from Lithium Sulphate Monohydrate feedstock with a view to becoming a key supplier to the UK
and European battery cell manufacturers (the “Project”).
The principal activity of the Company is to act as the holding company to TVL, an operating subsidiary, which
will enter into the Agreement to Lease and the Lease. The Company will provide a parent company guarantee
to Sembcorp in order to guarantee the operating subsidiary’s obligations under the Agreement to Lease and the
Lease. The Company aims to implement an operating strategy with a view to generating value for its
shareholders through the creation of a Lithium Hydroxide Monohydrate facility.
Key performance indicators
During the reporting period, the Company was focused on the evaluation of various opportunities in the mining
sector. When the Company enters into the Lease, then financial, operational, health, safety, and environmental
KPIs will become more relevant and reported upon as appropriate. As a result, the Directors are of the opinion
that, other than the maintenance of cash and cash equivalents, analysis using KPI’s is not appropriate for an
understanding of the business at this time.
2021
Cash and cash equivalents
£1,113,923
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
7
Principal risks and uncertainties
The principal risks and uncertainties currently faced by the Company are set out further in the Risk Management
Report on page 16.
Gender analysis
A split of our Directors, senior managers and employees by gender at the end of the financial period is as
follows:
Male – 2
Female – 2
The Company recognises the need to operate a gender diverse business. The Board will also ensure any future
employment takes into account the necessary diversity requirements and compliance with all employment law.
The Board has experience and sufficient training and qualifications in dealing with such issues to ensure they
would meet all requirements. More detail will be disclosed in the future annual reports once the Company enters
into the Lease and has completed its transition to an operating company.
Corporate social responsibility
The Company aims to conduct its business with honesty, integrity and openness, respecting human rights and
the interests of shareholders and employees. The Company aims to provide timely, regular and reliable
information on the business to all its shareholders and conduct its operations to the highest standards.
The Company strives to create a safe and healthy working environment for the wellbeing of its staff and to
create a trusting and respectful environment, where all members of staff are encouraged to feel responsible for
the reputation and performance of the Company.
The Company aims to establish a diverse and dynamic workforce with team players who have the experience
and knowledge of the business operations and markets in which we operate. Through maintaining good
communications, members of staff are encouraged to realise the objectives of the Company and their own
potential.
Corporate environmental responsibility
This will become more relevant once the Company enters into the Lease and completes its transition to an
operating company. The Board contains personnel with a good history of running businesses that have been
compliant with all relevant laws and regulations and there have been no instances of non-compliance in respect
of environment matters.
The Company’s policy is to minimize the risk of any adverse effect on the environment associated with its
activities with a thoughtful consideration of key areas such as energy use, pollution, transport, renewable
resources, health and wellbeing. The Company also aims to ensure that its suppliers and advisers meet with
their legislative and regulatory requirements and that codes of best practice are met and exceeded.
Section 172(1) Statement – Promotion of the Company for the benefit of the members as a whole
The Directors believe they have acted in the way most likely to promote the success of the Company for the
benefit of its members as a whole, as required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
1. Consider the likely consequences of any decision in the long term,
2. Act fairly between the members of the Company,
3. Maintain a reputation for high standards of business conduct,
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
8
4. Consider the interests of the Company’s employees,
5. Foster the Company’s relationships with suppliers, customers and others, and
6. Consider the impact of the Company’s operations on the community and the environment.
The pre-revenue nature of the business is important to the understanding of the Company by its members,
employees and suppliers, and the Directors are as transparent about the cash position and funding
requirements as is allowed under LSE regulations.
The application of the s172 requirements can be demonstrated in relation to the some of the key decisions
made during 2021 and after the period end:
1. Appointment of a high calibre, experienced management team;
2. Announcing the Company’s new strategy; and
3. The execution of the Exclusivity Agreement.
The Board takes seriously its corporate social responsibilities to the environment in which it works which will
become more relevant once the Company enters into the Lease and completes its transition to an operating
company.
Paul Atherley
Non-Executive Chairman
17 May 2022
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
9
Board of Directors
Paul Atherley – Non-Executive Chairman (appointed 21 January 2021)
Mr Atherley is a highly experienced senior resources executive with wide ranging international and capital
markets experience. He graduated as mining engineer from Imperial College London and has held a number of
senior executive and board positions. He is currently Chairman of LSE listed Pensana Plc which is establishing
the world’s first independent and sustainable rare earth processing facility in the UK.
He is based in London and has broad experience in raising debt and equity finance for resource companies. He
served as Executive Director of the investment banking arm of HSBC Australia where he undertook a range of
advisory roles in the resources sector. He has completed a number of acquisitions and financings of resources
projects in Europe, China, Australia and Asia.
Mr Atherley is a strong supporter of Women in STEM and has established a scholarship which provides funding
for young women to further their education in science and engineering.
Sam Quinn – Non-Executive Director (appointed 21 January 2021)
Sam Quinn is a corporate lawyer with over fifteen years’ worth of experience in the natural resources sector, in
both legal counsel and management positions. Mr Quinn is a principal of Silvertree Partners, a London-based
specialist corporate services provider for the natural resources industry. In addition Mr Quinn holds various
other Non-Executive Directorships and company secretarial roles for listed and unlisted natural resources
companies. During time spent in these roles, Mr Quinn has gained significant experience in the administration,
operation, financing and promotion of natural resource companies.
Previously, Mr Quinn worked as the Director of Corporate Finance and Legal Counsel for the Dragon Group, a
London based natural resources venture capital firm and as a corporate lawyer for Jackson McDonald Barristers
& Solicitors in Perth, Western Australia and for Nabarro LLP in London.
Helen Pein – Non-Executive Director (appointed 27 September 2021)
Helen has over 30 years’ experience in natural resources sector and currently serves as a Director of Pan Iberia
Ltd, Trident Royalties Plc and Panex Resources Pty Ltd.
Helen was formerly a Director of Pangea Exploration Pty Ltd, a company affiliated with Denham Capital where
she was part of the team directly responsible for the discovery of a number of world-class gold and mineral
sands deposit across Africa. Helen is a recipient of the Gencor Geology Award.
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
10
Directors’ Report
The Directors present their annual report together with the financial statements and Auditor’s Report for the
period ended 31 January 2022.
Results and dividends
The results of the Company for the period ended 31 January 2022 are set out in the Statement of
Comprehensive Income on page 27. The Directors do not recommend the payment of a dividend for the period.
Directors and Directors’ interests
The Directors who served during the period to date are as follows:
Paul Atherley
Sam Quinn
Helen Pein
The direct and beneficial shareholdings of the Board in the Company as at 31 January 2022 were as follows:
Number of ordinary shares
% of issued
Direct
Beneficial
Share capital
P Atherley
3,000,000
-
50.1%
S Quinn
60,000
190,000
4.17%
H Pein
-
-
-
Substantial shareholders
As at the date of this Report, the total number of issued Ordinary Shares with voting rights in the Company was
5,999,999. The Company has been notified of the following interests of 3 per cent or more in its issued share
capital as at the date of this report.
Shareholder
Number of ordinary shares
% of issued
share capital
Paul Atherley
3,000,000
50.1%
Jarvis Nominees
1,200,000
20%
Sam Quinn
250,000
4.17%
Colin Stone
200,000
3.33%
*Sam Quinn’s shareholding includes 50,000 shares held by Silvertree Partners LLP (which is 50% beneficially owned) and 140,000 shares
held by Lionshead Consultants Limited (which is 100% beneficially owned).
Corporate governance
The Company has set out its full Corporate Governance Statement on page 19. The Corporate Governance
Statement forms part of this Directors’ report and is incorporated into it by cross reference.
Greenhouse gas disclosures
The Company has no head office and only one employee other than its Directors, and therefore has minimal
carbon emissions below 40,000 kWh. It is not practical to obtain emissions data and as such none is disclosed.
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
11
This disclosure will become more relevant once the Company enters into the Lease and completes its transition
to an operating company.
Supplier payment policy
The Company’s current policy concerning the payment of trade creditors is to follow the CBI’s Prompt Payers
Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).
The Company’s current policy concerning the payment of trade creditors is to:
• settle the terms of payment with suppliers when agreeing the terms of each transaction;
• ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in
contracts; and
• pay in accordance with the Company’s contractual and other legal obligations.
Financial instruments and risk management
The Company is exposed to a variety of financial risks and the impact on the Company’s financial instruments
are summarised in the Risk Management Report. Details of the Company’s financial instruments are disclosed
in note 14 to the financial statements.
Directors’ insurance
The Company has implemented Directors and Officers Liability Indemnity Insurance.
Events after the reporting period
On 25 February 2022 the Company announced that it had entered into the Exclusivity Agreement and
incorporated a subsidiary TVL, to pursue its new strategy of developing a Lithium Hydroxide facility at Teesside,
UK. Further details of this are contained in the Strategic Report on page 6.
Going concern
The Company’s assets are comprised almost entirely of cash. The Directors have outlined their proposed new
strategy for the Company in the Chairman’s Statement on page 4. As part of their assessment of going concern,
the Directors have prepared cash forecasts that show that the Company has sufficient cash resources in order
to complete the acquisition executed after the period end and adopt the new strategy.
In order for the Company to be successful in its new strategy, it will need to raise additional funds in the
immediate term. The Directors are reasonably confident that such funds will be forthcoming if and when they
are required, however as a successful fundraising in support of this strategy cannot be assured, a material
uncertainty exists in this regard. The Directors have a reasonable expectation that the Company has adequate
resources to continue in operational existence for the foreseeable future.
Accordingly, the Directors believe that as at the date of this report it is appropriate to continue to adopt the going
concern basis in preparing the financial statements.
Disclosure of information to Auditors
The Directors confirm that:
• So far as each Director is aware, there is no relevant audit information of which the company’s auditor is
unaware; and
• The Directors have taken all steps that they ought to have taken as Directors in order to make themselves
aware of any relevant audit information and to establish that the auditors are aware of that information.
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
12
Auditor
A resolution proposing the re-appointment of Crowe U.K. LLP as auditor will be put to shareholders at the
Annual General Meeting.
This Directors’ Report has been approved by the Board and signed on its behalf by:
Paul Atherley
Non-Executive Chairman
17 May 2022
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
13
Directors’ Remuneration Report
Until the Lease is entered into and the Company completes its transition to an operating company, the Company
will not have a separate remuneration committee. The Board will instead periodically review the quantum of
Directors’ fees, taking into account the interests of shareholders and the performance of the Company and the
Directors.
The items included in this report are unaudited unless otherwise stated.
The Directors who held office at 31 January 2022 are summarised as follows:
Name of Director
Position
P Atherley
Non-Executive Chairman
S Quinn
Chief-Executive Officer
H Pein
Non-Executive Director
Directors’ Letters of appointment
Letter of Appointment – Paul Atherley
Pursuant to a letter of appointment dated 21 September 2021 between the Company and Mr Atherley, Mr
Atherley is engaged as Chairman with fees of £24,000 per annum. Mr Atherley’s appointment is for an initial
term of 12 months. The appointment can be terminated by either party on three months written notice.
Letter of Appointment – Sam Quinn
Pursuant to a letter of appointment dated 21 September 2021 between the Company and Sam Quinn, Mr Quinn
is engaged as a Non-Executive Director with fees of £18,000 per annum, for an initial term of 12 months. The
appointment can be terminated by either party on three months written notice.
Letter of Appointment – Helen Pein
Pursuant to a letter of appointment dated 21 September 2021 between the Company and Helen Pein, Helen is
engaged as a Non-Executive Director with fees of £18,000 per annum. Helen’s appointment is for an initial term
of 12 months. The appointment can be terminated by either party on three months written notice.
In addition to the salaries received under the service agreements referenced above, Sam Quinn and Helen Pein
will be remunerated for additional work performed for the Company which is outside the scope of their service
agreements, including project due diligence, consultancy and management services. Sam Quinn and Helen
Pein’s contractual daily rate for these additional services is £1,000 per day and both Sam Quinn and Helen Pein
shall be subject to a maximum of 3 days per calendar month.
Pursuant to a consultancy agreement dated 21 September 2021 between the Company and Selection Capital
Investments Limited the (“Consultancy Agreement”), Paul Atherley is engaged as Key Personnel (as defined
under the Consultancy Agreement) contracted to provide services to the Company in consideration of payment
of £1,500 per day with a maximum amount of days contracted to be 3 days per calendar month.
Terms of appointment
The services of the Directors are provided under the terms of letters of appointments, as follows:
Director
Year of appointment
Number of periods
completed
Date of current
engagement letter
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
14
P Atherley
2021
1
21 September 2021
S Quinn
2021
1
21 September 2021
H Pein
2021
1
21 September 2021
Consideration of shareholder views
The Board considers shareholder feedback received. This feedback, plus any additional feedback received from
time to time, is considered as part of the Company’s annual policy on remuneration.
Policy for salary reviews
The Company may from time to time seek to review salary levels of Directors, taking into account performance,
time spent in the role and market data for the relevant role. It is intended that there will be a salary review during
the next period as the Company transitions to an operating company.
Policy for new appointments
It is not intended that there will be any new appointments to the Board in the near term. It is intended that a full
review of the Board will take place on an annual basis following the Company’s transition to an operating
Company.
Directors’ emoluments and compensation (audited)
Remuneration paid to the Directors’ during the period ended 31 January 2022 was as follows (all figures are
stated in GBP):
Director
Directors fees
Salary/Consulting fees
Total remuneration
P Atherley
31 Jan 2022
8,267
-
8,267
S Quinn
31 Jan 2022
6,200
14,400
20,600
H Pein
31 Jan 2022
6,000
-
6,000
Total
31 Jan 2022
20,467
14,400
34,867
The highest paid Director of the Company in the period was Sam Quinn, who was paid a total of £20,600
representing approx. 77% more than the average Director remuneration of £11,622 in the period.
Directors’ Remuneration Policy
Pursuant to the Directors’ letters of appointment, as described above, the Directors receive fees, all payable
monthly in arrears. There is currently no bonus or long-term incentive plan in operation for the Directors,
although this is subject to review and may be implemented in due course.
Based on the foregoing, the remuneration policy of the Company can be summarised as follows:
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
15
How the element supports
our strategic objectives
Operation of the
element
Maximum potential
payout and payment
at threshold
Performance measures
used, weighting and time
period applicable
Base Pay
Recognises the role and the
responsibility for the delivery
of strategy and results
Paid in 12
monthly
instalments
Contractual sum
None
Pensions
None
n/a
n/a
n/a
Short term incentives
None
n/a
n/a
n/a
A remuneration committee is expected to be appointed once the Lease is entered into, to consider an
appropriate level of Directors’ remuneration.
Although there is no formal Director shareholding policy in place, the Board believe that share ownership by
Directors strengthens the link between their personal interests and those of shareholders.
No views were expressed by shareholders during the period on the remuneration policy of the Company.
Other matters
The Company does not currently have any annual or long-term incentive schemes in place for any of the
Directors.
The Company does not have any pension plans for any of the Directors and does not pay pension amounts in
relation to their remuneration.
This Directors’ Remuneration Report has been approved by the Board and signed on its behalf by:
Paul Atherley
Non-Executive Chairman
17 May 2022
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
16
Risk Management Report
The Company has undertaken an evaluation of the risks it is exposed to which are summarised as follows:
There is no assurance that the Company will determine that the Project is economically viable and the
Company may elect not to execute the option granted under the Agreement to Lease
The success of the Company’s business strategy is dependent on its ability to identify sufficient suitable
acquisition opportunities. Whist the Company believes that the Project presents a good opportunity, it is still in
the process of evaluating such opportunity. If the Company fails to complete the development of the Project it
may be left with substantial unrecovered transaction costs, potentially including fees, legal costs, accounting
costs, due diligence or other expenses. Furthermore, even if an agreement is reached relating to the Project,
the Company may fail to complete the Project for reasons beyond its control. Any such event will result in a loss
to the Company of the related costs incurred, which could materially adversely affect subsequent attempts to
identify and acquire another target business.
Development and production activities are capital intensive and inherently uncertain in their outcome
and the Company may not make a return on its investments, recover its costs or generate cash flows.
The construction of industrial facilities are capital intensive. In addition, environmental damage could greatly
increase the cost of operations, and various operating conditions may adversely and materially affect the levels
of production. These conditions include delays in obtaining governmental approvals or consents, insufficient
storage or transportation capacity or a change in demand for the product. While diligent supervision and
effective maintenance operations can contribute to maximising production rates over time, production delays
and declines from normal operations cannot be eliminated and may adversely and materially affect the
revenues, cash flow, business, results of operations and financial resources and condition of the Company and
its subsidiary undertakings from time to time (the “Group”).
Currently the Group has insufficient capital to meet the funding requirements for the development of
the Project
As the Company is still evaluating the Project, it is still considering the associated costs with the development
of the Project and the amount of additional capital that may be required.
Whilst the Company has sufficient working capital for its present requirements, that is for at least the next twelve
months, the Company is of the opinion that if it decides to proceed with the Project, the Group does not have
sufficient capital in order to complete the construction of the Project.
Based on a high-level preliminary review of expected costs the Directors anticipate that a total of approximately
£400 million (excluding financing costs) of additional equity and / or debt financing will be required and subject
to the outcome of the feasibility and engineering studies the Company’s confirmation to proceed with the Project
to fund the evaluation, development and construction of the Project. The Company intends to raise the
development costs of the Project by:
(a) Debt finance - Any debt finance in respect of the Company for the purposes of developing and completing
the Project, is likely to be subject to customary conditions precedent. As of the date of this document, the
Company has not yet begun the formal process of seeking third party debt financing in respect of the
Project, however the Company expects to carry out this process immediately following completion of the
feasibility studies and the Company’s confirmation to proceed with the Project.
(b) Equity finance - In relation to any equity financing, the Company expects to engage advisers to assist the
Company with its equity funding requirements. The Company has not yet begun the formal process of
seeking formal engagement with advisers for equity financing in respect of the Project, however the
Company expects to carry out this process in due course following completion of the feasibility and
engineering studies.
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
17
Based on the Company’s informal discussions with potential debt and equity providers to date, the Directors
are confident that within the period of twelve months following the date of this document the Group will be able
to secure all the necessary finance required to develop and complete the Project.
The failure to secure additional financing or to secure such additional financing on terms acceptable to the
Company could have a material adverse effect on the continued development or growth of the acquired
business, prospects, and the financial condition and results and operations of the Group and could, ultimately
lead to the insolvency of the Company.
The price of lithium hydroxide is affected by factors beyond the Group’s control
If the Group proceeds with the Project, and the market price of lithium hydroxide decreases significantly for an
extended period of time, the ability for the Group to attract finance and ultimately generate profits could be
adversely affected. Numerous external factors and industry factors that are beyond the control of the Group that
affect the price of lithium hydroxide include:
• industrial demand;
• levels of production;
• rapid short term changes in supply and demand because of speculative or hedging activities; and
• global or regional political or economic events.
The price at which the Group can sell any lithium hydroxide it may produce in the future will therefore be relevant
to the future revenues that can be generated by the Group and its ability to finance the Company going forward
and any adverse effects on such price could have a material adverse effect on the Group’s business, financial
performance, results of operations and prospects.
The Company may be unable to hire or retain personnel required to support the Company going forward
The Group’s ability to compete depends upon its ability to retain and attract highly qualified management and
technical personnel. Following completion of the Project, the Company will evaluate the personnel of the
acquired business and may determine that it requires increased support to operate and manage the acquired
business in accordance with the Company’s overall business strategy. There can be no assurance that existing
personnel of the acquired business will be adequate or qualified to carry out the Company’s strategy, or that the
Company will be able to hire or retain experienced, qualified employees to carry out the Company’s strategy
During the development of the Project, the Company may be unable to acquire or renew necessary
concessions, licenses, permits and other authorisations
The Project will require certain concessions, licences, permits and other authorisations to carry out its
operations. Any delay in obtaining or renewing a license, permit or other authorisation may result in a delay in
investment or development of a resource and may have a materially adverse effect on the acquired business’
results of operations, cash flows and financial condition. In addition, any concessions, licences, permits and
other authorisations of the Project may be suspended, terminated or revoked if it fails to comply with the relevant
requirements.
Failure to obtain (and shortages and disruptions in lead times to deliver) certain key inputs may
adversely affect the Company’s operations during the development of the Project
During the development of the Project, the Company’s inability to timely acquire feedstock, strategic
consumables, raw materials, and processing equipment could have an adverse impact on any results of
operations and financial condition. Periods of high demand for supplies can arise when availability of supplies
is limited. This can cause costs to increase above normal inflation rates. Interruption to supplies or increase in
costs could adversely affect the operating results and cash flows of the Company during the development of
the Project.
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
18
COVID-19
The Group is committed to ensuring the safety and wellbeing of all employees, contractors and stakeholders
and accordingly will regularly assess developments and the ability to recommence operations in a safe and
appropriate manner.
Further escalation of the COVID-19 pandemic, and the implementation of any additional government-regulated
restrictions which delays the Group in carrying out its business activities ultimately delays the Group’s ability to
reach production and start to generate cash and so could have a material adverse impact on the Group’s
operations and financial results.
This Risk Management Report has been approved by the Board and signed on its behalf by:
Paul Atherley
Non-Executive Chairman
17 May 2022
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
19
Corporate Governance Statement
The Company observes the requirements of the Quoted Company Alliance corporate governance code (the
“QCA Code”) and is in compliance with the QCA Code, save as set out below:
1. Given the composition of the Board, certain provisions of the QCA Code are considered by the Board to be
inapplicable to the Company. Specifically, the Company does not consider it necessary to have a senior
independent Director and the Board will, at the outset, consist of only non-executive Directors.
2. The QCA Code also recommends the submission of Directors for re-election at annual intervals. No Director
will be required to submit for re-election until the first annual general meeting of the Company following the
Acquisition.
In the future, the Directors may seek to transfer from a Standard Listing to either a Premium Listing or other
appropriate stock market (although there can be no guarantee that the Company will fulfil the relevant eligibility
criteria at the time and that a transfer to a Premium Listing or other appropriate stock market will be achieved).
However, in addition to or in lieu of a Premium Listing, the Company may determine to seek a listing on another
stock exchange. Following such a Premium Listing, the Company would comply with the continuing obligations
contained within the Listing Rules and the Disclosure and Transparency Rules in the same manner as any other
company with a Premium Listing.
The Company does not have nomination, remuneration, audit or risk committees. The Board as a whole will
instead review its size, structure and composition, the scale and structure of the Directors’ fees (taking into
account the interests of shareholders and the performance of the Company), take responsibility for the
appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company’s
financial statements and take responsibility for any formal announcements on the Company’s financial
performance. Following entry into the Lease, the Board intends to put in place nomination, remuneration, audit
and risk committees.
The Board has a share dealing code that complies with the requirements of the Market Abuse Regulations. All
persons discharging management responsibilities (comprising only the Directors) comply with the share dealing
code.
Carbon emissions
The Company currently has no trade, and one employee other than the Directors and has no office. Therefore,
the Company has minimal carbon emissions and it is not practical to obtain emissions data at this stage.
Board of Directors
The Company has a Board it believes is well suited for the purposes of implementing its business strategy,
combining skill sets for the assessment of investment and acquisition of royalties and streams in the mining
sector.
The Directors are responsible for carrying out the Company’s objectives, implementing its business strategy
and conducting its overall supervision. Acquisition, divestment and other strategic decisions will all be
considered and determined by the Board.
The Board will provide leadership within a framework of prudent and effective controls. The Board will establish
the corporate governance values of the Company and will have overall responsibility for setting the Company’s
strategic aims, defining the business plan and strategy and managing the financial and operational resources
of the Company.
The Board aims to hold meetings on a quarterly basis and is regularly in contact to discuss prospective
acquisition opportunities.
The Articles of the Company contain express provisions relating to conflicts of interest in line with the Companies
Act 2006.
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
20
Shareholder communications
The Company uses its corporate website (www.alkemycapital.co.uk) to ensure that the latest announcements,
press releases and published financial information are available to all shareholders and other interested parties.
The AGM is used to communicate with both institutional shareholders and private investors and all shareholders
are encouraged to participate. Separate resolutions are proposed on each issue so that they can be given
proper consideration and there is a resolution to approve the Annual Report and Accounts. Notice of the AGM
is sent to shareholders at least 21 days before the meeting and the results are announced to the London Stock
Exchange and are published on the Company’s website.
Paul Atherley
Non-Executive Chairman
17 May 2022
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
21
Directors’ Responsibility Statement
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the
Directors have elected to prepare the financial statements in accordance with International Financial Reporting
Standards (“IFRS”) as adopted by the United Kingdom. Under company law the Directors must not approve the
financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the
Company and of the profit or loss for that period.
In preparing these financial statements, the Directors are required to:
1. select suitable accounting policies and then apply them consistently;
2. make judgements and accounting estimates that are reasonable and prudent;
3. state whether applicable IFRSs as adopted by the United Kingdom have been followed, subject to any
material departures disclosed and explained in the financial statements; and
4. prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the Company and Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the
Company and enable them to ensure that the Financial Statements and the Directors Remuneration Report
comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company
and Company, and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
They are also responsible to make a statement that they consider that the Annual Report and Financial
Statements, taken as a whole, is fair, balanced, and understandable and provides the information necessary
for the shareholders to assess the Company’s position and performance, business model and strategy.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Company’s website. Legislation in the United Kingdom. governing the preparation and
dissemination of the Financial Statements may differ from legislation in other jurisdictions.
Directors’ responsibility statement pursuant to disclosure and Transparency Rule
Each of the Directors, whose names and functions are listed within the Board of Directors confirm that, to the
best of their knowledge:
1. the financial statements are prepared in accordance with IFRS as adopted by the United Kingdom, give
a true and fair view of the assets, liabilities, financial position and loss of the Company; and
2. the Annual Report and financial statements, including the Strategic Report, includes a fair review of the
development and performance of the business and the position of the Company, together with a
description of the principal risks and uncertainties that they face.
Approved by the Board on 17 May 2022
Paul Atherley
Non-Executive Chairman
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
22
Independent auditor’s report to the members of Alkemy Capital Investments Plc
Opinion
We have audited the financial statements of Alkemy Capital Investments Plc (the “Company”) for the period
ended 31 January 2022 which comprise Statement of Comprehensive income, Statement of Financial Position,
Statement of Changes in Equity and Statement of Cash flows and notes to the financial statements, including
significant accounting policies. The financial reporting framework that has been applied in their preparation is
applicable law and UK-adopted international Accounting Standards.
In our opinion, the financial statements:
• give a true and fair view of the state of the company’s affairs as at 31 January 2022 and of its loss for
the period then ended;
• have been properly prepared in accordance with UK-adopted international accounting standards;
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the financial statements section of our report. We are independent of the Company in accordance with the
ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s
Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to the section headed Going Concern in note 2 on page 31 of the financial statements, which
details the factors the Company has considered when assessing the going concern position. As detailed in the
relevant note on page 32, the company will need to raise additional funds to be successful in its strategy. As
successful fundraising cannot be assured there exists a material uncertainty that may cast significant doubt on
the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’
assessment of the company’s ability to continue to adopt the going concern basis of accounting included:
• Discussions with management with regards to future funding requirements.
• Reviewing the directors’ going concern assessment including the worst-case scenario cash flow
forecast that covers at least 12 months from the date we expect to sign the audit report.
• Assessing the cash flow requirements of the Company based on budgets and forecasts.
• Understanding what forecast expenditure is committed and what could be considered discretionary.
• Considering the liquidity of existing assets in the statement of financial position.
• Considering the options available to management for further fundraising, or additional sources of
finance.
• Considering potential downside scenarios and the resultant impact on available and future funds.
• Making enquiries of management as to its knowledge of events or conditions beyond the period of their
assessment that may cast significant doubt on the Company’s ability to continue as a going concern,
and evaluating the reliability of the data underpinning the forecast cash flows along with the numerical
accuracy of the calculations.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
23
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An item is considered material if it
could reasonably be expected to change the economic decisions of a user of the financial statements. We used
the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.
Based on our professional judgement, we determined overall materiality for the financial statements as a whole
to be £39,500, based on a 5% of loss before tax benchmark as this is the most appropriate measure of
performance for the entity.
We use a different level of materiality (‘performance materiality’) to determine the extent of our testing for the
audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for
the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard
to the internal control environment. Performance materiality was set at 70% of materiality for the financial
statements as a whole, which equates to £27,650.
Where considered appropriate performance materiality may be reduced to a lower level, such as, for related
party transactions and directors’ remuneration.
We agreed with the Board to report to it all identified errors in excess of £1,975. Errors below that threshold
would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.
Overview of the scope of our audit
The entity is currently a cash shell having listed during the period and raised capital from the share issue on the
London Stock Exchange. The transactions during the year are limited to administration and professional fees.
The support for these was provided to us by management.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
Apart from the material uncertainty related to going concern above, we have determined that there are no other
key audit matters.
Our audit procedures in relation to Going Concern were designed in the context of our audit opinion as a whole.
They were not designed to enable us to express an opinion on this matter individually and we express no such
opinion.
Other information
The other information comprises the information included in the annual report other than the financial statements
and our auditor’s report thereon. The directors are responsible for the other information contained within the
annual report.
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
24
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility
is to read the other information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material misstatement in the financial statements themselves.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion based on the work undertaken in the course of our audit
• the information given in the strategic report and the directors' report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of
the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the company, or returns adequate for our audit have
not been received from branches not visited by us; or
• the financial statements and the part of the directors’ remuneration report to be audited are not in agreement
with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit
Responsibilities of the directors for the financial statements
As explained more fully in the directors’ responsibilities statement set out on page 21, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
25
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is
detailed below:
• We obtained an understanding of the legal and regulatory frameworks that are applicable to the
Company and the procedures in place for ensuring compliance. The most significant identified were the
Companies Act 2006 and Listing Rules for Companies. Our work included reviewing board minutes,
relevant correspondence and direct enquiries of management and those charged with governance
concerning whether they had knowledge of actual, suspected, or alleged fraud.
• As part of our audit planning process we assessed the different areas of the financial statements,
including disclosures, for the risk of material misstatement. We considered the risk was greater in areas
that involve significant management estimate or judgement. We communicated identified fraud risks
throughout the audit team and remained alert to any indications of fraud throughout the audit.
• To address the pervasive risk of management override of control, we also performed specific testing of
a risk-based selection of journal entries, both at the year end and throughout the year.
• In addition to the risk of management override of controls, we considered the fraud risk related to any
unusual transactions or unexpected relationships, including assessing the risk of undisclosed related
party transactions.
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of
the financial statements may not be detected, even though the audit is properly planned and performed in
accordance with the ISAs (UK). The potential effects of inherent limitations are particularly significant in the case
of misstatement resulting from fraud because fraud may involve sophisticated and carefully organized schemes
designed to conceal it, including deliberate failure to record transactions, collusion or intentional
misrepresentations being made to us.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Other matters which we are required to address
We were appointed by the board on 27 March 2022 to audit the financial statements for the period ending 31
January 2022. This is the first period of account for the company and the first year an audit is being performed.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the company and we
remain independent of the company in conducting our audit. The only non-audit services related to Crowe U.K.
LLP acting as reporting accountants during the IPO process.
Our audit opinion is consistent with the additional report to the Board.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members
those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the
company's members as a body, for our audit work, for this report, or for the opinions we have formed.
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
26
Matthew Stallabrass
Senior Statutory Auditor
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
55 Ludgate Hill
London
17 May 2022
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
27
Statement of Comprehensive Income
for the period 21 January 2021 to 31 January 2022
Period to
Notes
31 January
2022
£
Continuing operations
Administrative expenses
4
(466,903)
Project Development expenses
(330,747)
Loss before taxation
(797,650)
Taxation
7
-
Loss after taxation for the period
(797,650)
Total Comprehensive loss for the period
(797,650)
Earnings per share:
Basic and diluted earnings per share (pence)
8
(19.875p)
There are no items of other comprehensive income
The notes on pages 31 to 39 are an integral part of these financial statements.
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
28
Statement of Financial Position
As at 31 January 2022
Notes
31 January
2022
£
Current assets
Trade and other receivables
73
Cash and cash equivalents
10
1,113,923
Current and Total Assets
1,113,996
Equity
Share Capital
12
120,000
Share Premium
12
1,279,094
Retained Earnings
(797,650)
Total Equity
601,444
Current Liabilities
Trade and other payables
11
512,552
Current and Total Liabilities
512,552
Total Equity and Liabilities
1,113,996
The notes on pages 31 to 39 are an integral part of these financial statements.
The financial statements were approved and authorised for issue by the Board on 17 May 2022.
Paul Atherley
Director
Alkemy Capital Investments plc
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
29
Statement of Changes in Equity
For the period ended 31 January 2022
Share
Retained
Share capital
Premium
Earnings
Total
£
£
£
£
On incorporation
60,000
-
-
60,000
Loss for the period
-
-
(797,650)
(797,650)
Total Comprehensive income
-
-
(797,650)
(797,650)
Transactions with owners:
Issue of shares
60,000
1,279,094
-
1,339,094
Total transactions with owners
60,000
1,279,094
-
1,339,094
Balance at 31 January 2022
120,000
1,279,094
(797,650)
601,444
The notes on pages 31 to 39 are an integral part of these financial statements.
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
30
Statement of Cash Flows
for the period ended 31 January 2022
Period to
Notes
31 January
2022
£
Cash flows from Operating Activities
Loss for the year before tax
(797,650)
Increase in receivables
(73)
Increase in payables
512,552
Net cash outflow from operating activities
(285,171)
Cash flows from financing activities
Issue of shares (net of share issue expenses)
1,399,094
Net cash inflow from financing activities
1,399,094
Net increase in cash and cash equivalents during the period
1,113,923
Cash at the beginning of period
-
Cash and cash equivalents at the end of the period
10
1,113,923
The notes on pages 31 to 39 are an integral part of these financial statements.
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
31
Notes to the Financial Statements
1. GENERAL INFORMATION
Alkemy Capital Investments Plc is a company incorporated and domiciled in the United Kingdom. The Company
is a public limited company, which is listed on the London Stock Exchange. The address of the registered office
is 1 King Street, Office 3.05, London, United Kingdom EC2V 8AU.
The Company was initially formed to undertake an acquisition of a controlling interest in a company or business
with the objective of operating the acquired business and implementing an operating strategy to generate value
for its shareholders through operational improvements as well as potentially through additional complementary
acquisitions following the Acquisition.
On 25 February 2022, the Company announced that it had formed a subsidiary called Tees Valley Lithium
Limited (“TVL”) that would aim to develop the UK’s first Lithium Hydroxide processing facility. This transaction
and change of strategy constituted a reverse takeover transaction under the listing rules of the London Stock
Exchange and resulted in Alkemy becoming an operating company.
The financial statements which cover the period from incorporation on 21 January 2021 to 31 January 2022 are
presented in British Pounds Sterling, the currency of the primary economic environment in which the Company
operates.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these financial statements are set out below. The
policies have been consistently applied throughout the period, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with UK adopted International Accounting
Standards (“IAS” or “IFRS”).
The financial statements are presented in pounds sterling (“£”) which is also the functional currency of the
Company.
Going Concern
The Company’s assets are comprised almost entirely of cash. The Directors have outlined their proposed new
strategy for the Company in the Chairman’s Statement on page 4. As part of their assessment of going concern,
the Directors have prepared cash forecasts that show that the Company has sufficient cash resources in order
to complete the transaction executed after the period end and adopt the new strategy.
In order for the Company to be successful in its new strategy, it will need to raise additional funds in the
immediate term. The Directors are reasonably confident that such funds will be forthcoming if and when they
are required, however as a successful fundraising in support of this strategy cannot be assured, a material
uncertainty exists in this regard. The Directors have a reasonable expectation that the Company has adequate
resources to continue in operational existence for the foreseeable future.
Accordingly, the Directors believe that as at the date of this report it is appropriate to continue to adopt the going
concern basis in preparing the financial statements.
Statement of compliance
The financial statements comply with IFRSs as adopted by the U.K.
1. The company has adopted all relevant IFRSs which were in effect from incorporation when preparing these
financial statements.
2. Standards and Interpretations which are effective in the current period (Changes in accounting policies);
None of the standards which became effective during the period which are applicable to the Company have
had a material impact.
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
32
3. Adoption of new Standards and Interpretations to standards in future periods; The Directors anticipate that
the adoption of new Standards and Interpretations in future periods will have no material impact on the
financial statements of the Company. The Company expects to adopt all relevant Standards and
Interpretations as and when they become effective.
Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and
assessing performance of the operating segments, has been identified as the board of Directors that makes
strategic decisions.
The Chief decision maker believes that the company’s continuing operations comprise one segment.
Taxation
Current taxation is the taxation currently payable on taxable profit for the year.
Current tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted by the
reporting date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax bases used in the computation of
taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of
goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a
transaction that affects neither the tax profit nor the accounting profit.
Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or
the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to
items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred
tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied by the same taxation authority and the
Company intends to settle its current tax assets and liabilities on a net basis.
Financial assets
Cash and cash equivalents
Cash and cash equivalents comprise cash at hand and current and deposit balances at banks, together with
other short-term, highly liquid investments that are readily convertible into known amounts of cash within a
period of 3 months and which are subject to an insignificant risk of changes in value.
Financial liabilities
Financial liabilities are recognised in the statement of financial position when the Company becomes a party to
the contractual provisions of the instrument.
The Company's financial liabilities comprise trade and other payables.
Trade payables are recognised initially at their fair value and subsequently measured at amortised cost.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Company after
deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received
net of direct issue costs.
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
33
Ordinary shares are classified as equity.
Share capital account represents the nominal value of the shares issued.
The share premium account represents premiums received on the initial issuing of the share capital. Any
transaction costs associated with the issuing of shares are deducted from share premium, net of any related
income tax benefits.
Retained earnings include all current period results as disclosed in the Statement of Comprehensive Income.
Critical accounting judgments and estimations
The preparation of the financial statements in conformity with IFRS requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Although these estimates are based
on management’s best knowledge of the amounts, events or actions, actual results ultimately may differ from
these estimates.
Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
The Directors consider the area of critical accounting judgements or estimations in these financial statements
to be the going concern principal. See above for further details on the Directors’ assessment that the
Company is a going concern.
3. BUSINESS AND GEOGRAPHICAL REPORTING
The accounting policy for identifying segments is based on internal management reporting information that is
regularly reviewed by the chief operating decision maker, which is identified as the Board of Directors.
At this point, identifying and assessing investment projects is the only activity the Company is involved in and
is therefore considered as the only operating/reportable segment.
Therefore the financial information of the single segment is the same as that set out in the Company statement
of comprehensive income, Company statement of financial position, the Company statement of changes to
equity and the Company statement of cashflows.
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
34
4. EXPENSES BY NATURE
2022
£
Employee benefit expense (note 6)
156,897
Advertising and Marketing
3,200
Regulatory compliance expense
77,871
Audit
30,000
Legal fees
50,000
Other professional fees
124,253
Other operating expenses
24,682
Total administrative expenses
466,903
Project development costs of £330,747 in the period comprise the costs incurred in progressing the
Company’s Project in Teesside, U.K. See note 16 for further details.
5. AUDITOR REMUNERATION
During the year the Company obtained the following services from the auditor:
2022
£
Fees payable to the auditor for non-audit services
28,200
Fees payable to the auditor for the audit of the Company
30,000
Total auditor’s remuneration
58,200
6. EMPLOYEE BENEFIT EXPENSE
2022
£
Directors’ salaries
20,467
Staff salaries
21,247
Recruitment costs
114,000
Social security
1,183
Total employee benefit expense
156,897
There was one employee in the period other than the Directors. Further disclosures in respect of Directors’
remuneration are included within the Directors’ Remuneration Report.
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
35
7. INCOME TAX
Tax losses totalling approximately £797,650 have been carried forward for use against future taxable profits.
No deferred tax asset has been recognised in respect of these tax losses.
Increases to the UK Corporation tax rate from 19% to 25% is effective from 1 April 2023, which was announced
in the Spring Budget 2021.
8. EARNINGS PER SHARE
(a) Basic
Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the
weighted average number of ordinary shares in issue during the period.
2022
£
Loss from continuing operations attributable to equity holders of the company
(797,650)
Weighted average number of ordinary shares in issue
4,013,298
Pence
Basic and fully diluted loss per share from continuing operations
(19.875)
As at 31 January 2022 there were no potentially dilutive instruments in issue for consideration in arriving at the
fully diluted loss per share.
9. DIVIDENDS
There were no dividends paid or proposed by the Company.
2022
£
Current tax
-
Total
-
2022
£
Loss on ordinary activities before taxation
(797,650)
Tax calculated at domestic rate applicable to UK standard rate for small companies of
19%
(151,554)
Effects of:
Expenses not deductible for tax purposes
-
Tax losses carried forward on which no deferred tax asset is recognised
151,554
Income tax credit
-
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
36
10. CASH AND CASH EQUIVALENTS
2022
£
Cash at bank and on hand
1,113,923
1,113,923
All of the Company’s cash and cash equivalents are held in accounts which bear interest at floating rates and
the Directors consider their carrying amount approximates to their fair value. Details of the credit risk associated
with cash and cash equivalents is set out in note 13.
11. TRADE AND OTHER PAYABLES
2022
£
Trade payables
331,997
Other payables
3,394
Accrued expenses
177,161
Total trade and other payables
512,552
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs.
The Company has financial risk management policies in place to ensure that all payables are paid within the
pre-agreed credit terms. The Directors consider that the carrying amount of trade payables approximates to their
fair value.
12. SHARE CAPITAL AND SHARE PREMIUM
Number of
ordinary shares of
Share Capital
Share premium
2p
£
£
At 21 January 2021
3,000,000
60,000
-
Share issues
2,999,999
60,000
1,440,000
Share issue expenses
-
-
(160,906)
At 31 January 2022
5,999,999
120,000
1,279,094
Share issues in period:
On 21 January 2021 the Company issued 3,000,000 ordinary shares of 2p for cash.
On 27 September 2021, 2,999,999 ordinary shares were issued for cash at 50p per share, raising £1,500,000
before expenses of £160,906.
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
37
13. RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company is exposed to a variety of financial risks which result from both its operating and investing
activities. The Company’s risk management is coordinated by the Board of Directors and focuses on actively
securing the Company’s short to medium term cash flows by minimising the exposure to financial markets.
The main risk the Company is exposed to through its financial instruments is credit risk.
Capital risk management
The Company’s objectives when managing capital are:
(a) to safeguard the Company’s ability to continue as a going concern, so that it continues to provide returns
and benefits for shareholders;
(b) to support the Company’s growth; and
(c) to provide capital for the purpose of strengthening the Company’s risk management capability.
The Company actively and regularly reviews and manages its capital structure to ensure an optimal capital
structure and equity holder returns, taking into consideration the future capital requirements of the Company
and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital
expenditures and projected strategic investment opportunities. Management regards total equity as capital and
reserves, for capital management purposes. The Company is not subject to externally imposed capital
requirements.
Credit risk
The Company’s financial instruments that are subject to credit risk are cash and cash equivalents. The credit
risk for cash and cash equivalents is considered negligible since the counterparties are reputable financial
institutions.
The Company defines a default by a counterparty to be an event in which a balance receivable remains
unsettled after a period of 90 days from the date on which the balance was due for settlement.
The Company’s maximum exposure to credit risk is £1,113,923 comprising cash and cash equivalents.
Liquidity Risk
The Company monitors its rolling cashflow forecasts and liquidity requirements to ensure it has sufficient cash
to meet its operational needs. As the Company maintains its cash reserves in instant access current accounts
liquidity risk to operations is deemed to be minimal.
Interest Rate Risk
As the Company has no debt and does not maintain cash reserves on long term deposit accounts liked to
interest rates, interest rate risk to operations is deemed to be minimal.
Foreign Exchange Risk
As the operations of the Company are focused entirely within the United Kingdom, and hence denominated in
Pounds Sterling, foreign exchange risk to operations is deemed to be minimal.
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
38
14. FINANCIAL INSTRUMENTS
Categories of financial instruments:
2022
£
FINANCIAL ASSETS AT AMORTISED COST:
Cash and cash equivalents
1,113,923
2022
£
FINANCIAL LIABILITIES AT AMORTISED COST:
Trade and other payables
512,552
15. RELATED PARTY TRANSACTIONS
The compensation payable to Key Management personnel comprised £34,867 paid by the Company to the
Directors in respect of services to the Company. Full details of the compensation for each Director are provided
in the Directors’ Remuneration Report.
Sam Quinn is a partner in Silvertree Partners LLP who received £24,419 during the period for the provision of
administration, bookkeeping and secretarial services. At the period end, an amount of £Nil was due to Silvertree
Partners LLP.
Sam Quinn is a director and shareholder of Lionshead Consulting Ltd who received £14,400 during the period
for the provision of consulting services. At the period end, an amount of £Nil was due to Lionshead Consulting
Ltd.
Paul Atherley is a director and shareholder of Selection Capital Ltd who received £38,600 during the period in
reimbursement of various costs met on behalf of the Company in relation to its IPO. At the period end, an
amount of £Nil was due to Selection Capital Ltd.
16. POST PERIOD-END EVENTS
On 25 February 2022, the Company announced that it had entered into an exclusivity agreement with Sembcorp
Utilities (UK) Limited and a heads of terms in respect of a proposed option to enter into a lease over a
brownfields site (the “Site”) at Wilton International (the “Agreement to Lease”) and a long lease over the Site, a
well-established chemical engineering park located in Teesside, a major Freeport in the UK. A lease may be
entered into by TVL, a subsidiary of the Company incorporated following the reporting date, following exercise
of the option granted under the Agreement to Lease. It is intended that TVL will be the operating company that
develops the Project. A fee of £50,000 was paid by the Company for the initial 6 month exclusivity option to
lease, with a further £245,000 to become payable if the option is exercised in this period, giving both parties a
period of 12 months from exercise in which to formally execute the lease documentation, whereby the Company
will become liable to annual lease rentals of £500,850 per annum for the first two years and £742,700 per annum
thereafter for the remainder of the 30 year lease term. On 8 March 2022 the Company announced the
appointment of John Walker as CEO of TVL.
ALKEMY CAPITAL INVESTMENTS PLC
Financial Report for the period ended 31 January 2022
39
17. ULTIMATE CONTROLLING PARTY
The Directors consider that Mr Paul Atherley’s 50.01% interest in the Company constitutes a controlling position
and as such considers him to be the ultimate controlling party.
18. CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS
There were no contingent liabilities or capital commitments as at 31 January 2022.