XLON:GSCU ESEF Annual Report
GREAT SOUTHERN COPPER PLC (XLON:GSCU)
ESEF Annual Report
2024-10-23
For: 2024-03-31
View Original
Added on
September 22, 2026
Company Registration Number: 12497319 (England and Wales)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
GREAT SOUTHERN COPPER PLC
CONTENTS
YEAR ENDED 31 MARCH 2024
1
Chairman’s Statement 2
Operations Report 4
Board Of Directors and Senior Management Report 7
Directors’ Report 9
Directors’ Remuneration Report 14
Strategic Report 19
Corporate Governance 28
Independent Auditor’s Report 36
Consolidated Statement of Comprehensive Income 42
Consolidated Statement of Financial Position 43
Company Statement of Financial Position 44
Consolidated Statement of Changes in Equity 45
Company Statement of Changes in Equity 46
Consolidated Statement of Cashflows 47
Company Statement of Cashflows 48
Notes to the Financial Statements 49
GREAT SOUTHERN COPPER PLC
CHAIRMAN’S STATEMENT
YEAR ENDED 31 MARCH 2024
2
It has been an important year of progress for Great Southern Copper plc (“the Company” and “GSC”)
that has laid the foundations for an exciting period of upcoming exploration. Over the year, the Company
was successful in both advancing its existing prospects and identifying additional prospects to diversify
our portfolio. The past twelve months have seen us maintain momentum, achieving several important
milestones across the business in line with our strategy.
Exploration projects
We remain excited by our portfolio of prospects in Chile, which includes large-scale projects and multiple
high-grade copper-gold (“Cu-Au”) targets ready to drill. During the period, GSC saw particularly
encouraging developments at our Especularita project, where we received strong results from mapping
and sampling activity across various prospects. Post period, in April 2024, our confidence was further
strengthened by the results from our scout RC drilling programmes at the Abundante and Teresita
prospects, all of which delivered evidence of high grades of Cu-Au.
In June 2024, we were pleased to expand our footprint at Especularita by adding the Artemisa and Cerro
Negro group of concessions. These acquisitions consist of 1,748 additional hectares, encompassing five
highly prospective areas within the project. Subsequent to the year end GSC dropped a number of non-
core concessions at both Especuralita and San Lorenzo, showing strong discipline over its areas of
interest.
In addition, we delivered our strategic objective to acquire a third project and diversify our portfolio
through the acquisition of the Monti Lithium Project. The Monti Lithium Project concession applications
surround the Salar de Atacama in northern Chile, a premier lithium brine production region. Chile, already
the largest producer and exporter of copper globally, also holds the world’s largest reserves of lithium
and is the second-largest producer after Australia. The government’s National Lithium Strategy, initiated
in 2023, aims to promote the development of lithium production, making it an ideal location for exploration.
Chile’s long history of mining and metal processing have provided the country with a highly educated and
experience workforce, supported by first-class infrastructure and a robust legal framework which is highly
receptive to foreign ownership of mining assets. The Board believes these characteristics provide GSC
with an advantage in an underexplored area, given historical evidence, excellent infrastructure, and the
rights to earn 100% of the projects with no overhanging payments.
As both copper and lithium are essential for powering the global drive towards net zero, we believe GSC
is well-positioned to support the critical metals market, which is forecasted to experience growing
pressure on supply. Global demand for copper is rising, and the growth of the electric vehicle market will
further increase pressure on lithium supply.
Corporate
We were delighted to welcome Martin Page as Chief Financial Officer ("CFO") and as a member of the
Board. Martin brings with him more than 15 years of experience in finance within the mineral resources
sector and has been an excellent addition to the team since taking the role in August 2023.
Despite the continuing headwinds in the capital markets we were able to secure three fundraisings for
the Company which raised a total of c. £3.15m (including amounts raised in June 2024). Firstly, in May
2023 we secured a total of £1.0m through a combination of a placing and subscription and a convertible
loan facility, and in November 2023, we raised another £905,000 through a well-supported placing and
subscription. Most recently in June 2024, we were successful in securing an additional £1.25m in funding
supported by existing, institutional and new investors, a testament to the strength of our project portfolio,
our strategy, and reputation within the investor community. The funds will enable us to accelerate our
exploration efforts with our strong pipeline of targets.
GREAT SOUTHERN COPPER PLC
CHAIRMAN’S STATEMENT (CONTINUED)
YEAR ENDED 31 MARCH 2024
3
Looking ahead
Our commitment remains to deliver value to our shareholders through strategic exploration, disciplined
capital allocation, and a focus on high-quality, high-potential projects.
We are exploring in a tier one region, with excellent infrastructure, for resources where there is high
demand and increasing pressure on supply. Our portfolio includes large-scale, promising prospects with
significant potential and numerous drill-ready targets. As a result, the Board is looking forward to
continuing our progress over the next twelve months and updating shareholders as we advance our
exploration campaigns.
Finally, I would like to thank our highly knowledgeable and dedicated team, including the Board, our
management and our team on the ground in Chile for their passion and devotion towards advancing the
Company’s exploration efforts whilst ensuring the values, beliefs and standards of the Company are
upheld and promoted.
Charles Bond
25 July 2024
GREAT SOUTHERN COPPER PLC
OPERATIONS REPORT
YEAR ENDED 31 MARCH 2024
4
The Company has three projects all located in Chile, Especularita, San Lorenzo and Monti Lithium. Of
these, the primary focus is its Especularita project which is highly prospective for porphyry Cu-Au,
intrusive related Cu-Au and high-grade IOCG Skarn-type mineralisation.
The Company’s Especularita and San Lorenzo projects are strategically located within the coastal
metallogenic belt, offering significant infrastructure advantages over explorers operating in the high-
altitude Andean belt including access to roads, power, towns, and ports, which facilitate more efficient
and cost-effective operations. Geologically, the coastal metallogenic belt also offers the company deposit
style optionality being known for large IOCG deposits as well as porphyry copper deposits.
Both projects are along trend from major deposits and exhibit substantial evidence of historical artisanal
mining, yet the areas remain relatively underexplored compared to the Andean regions. This under-
exploration presents an opportunity for significant discoveries in a region with proven mineral potential.
We have also acquired the Monti Lithium project in Chile during the period, which is a lithium brine project
located in the highly prospective Salar de Atacama in Chile
1
.
Exploration activities at the projects for the year to 31 March 2024 and subsequent to the year end are
set out below.
Especularita Project
At Especularita, we have seen some particularly exciting developments as we advanced our exploration
campaign through the year. We received strong results from mapping and sampling activity at various
prospect locations across the project. Assay results from our rock chip sampling at Victoria, returned
grades up to 6.9% Cu and 1.85g/t Au, highlighting the significance of the Victoria prospect with
consistent high grades of copper and associated gold-silver mapped and sampled in the outcrop
2
.
The results of our drone-magnetics survey at Especularita were also highly encouraging, which
identified high grade Cu-Au prospects, Abundante and Teresita, as magnetic anomalies, prompting
plans to drill at these sites.
3
It also identified multiple NE-trending targets within the Teresita magnetic
anomaly corridor and bullseye anomalies that potentially represent breccia-pipe or pencil-porphyry type
Cu deposits.
Building on these findings, we completed our scout drilling programme at the Abundante and Teresita
prospects
4
. At Teresita, broad intervals of anomalous Cu-Au results from scout RC drill-testing of the
Gato Negro vein validated our IRGS target models and we are now aggressively advancing our follow-
up exploration activities. Significantly, the Teresita drill results also confirm the IRGS nature of
mineralisation at the Company’s Victoria prospect.
Our initial exploration programme at the Aurelia prospect delivered another high-grade copper target
into the drilling prospect pipeline, with assay grades up to 6.76% Cu
5
. This success gave us the impetus
for follow-up exploration, including soil sampling and petro-chemical surveys, setting the stage for initial
scout drilling at the prospect.
We also announced results from our latest mapping and sampling programme at our Victoria prospect,
which reported grades up to 4.04% Cu, 4.57g/t Au and 26.7g/t Ag
6
. These results continue to highlight
the significance of the Victoria prospect with consistent high grades of copper and associated gold-
silver mapped and sampled in outcrop. Work is now continuing at Victoria with a view to better
understanding the controls on mineralisation and advancing the prospect toward being ready for drill
testing.
GREAT SOUTHERN COPPER PLC
OPERATIONS REPORT (CONTINUED)
YEAR ENDED 31 MARCH 2024
5
In February 2024, we announced our intention to expand the Company’s footprint at Especularita by
signing binding letters of intent for two new high-priority prospects, Artemisa and Cerro Negro
7
, and in
June and July 2024 respectively, we completed those agreements adding a total of 1,748 ha of new
concessions, including drill-ready targets.
The Artemisa group of concessions comprise 5 new prospect areas and significantly expands the
Company’s Victoria and Lipa exploration targets. The Cerro Negro option includes the historic Mostaza
Cu-Ag-Au Mine which was previously owned by Antofagasta Minerals. Due diligence work by GSC
indicates that mining in the past did not exhaust the Mostaza mineral inventory and as such potential
exists to expand the known deposit in all directions as well as discover new deposits along trend.
San Lorenzo
San Lorenzo comprises both mining and exploration concessions covering 25,680 ha. The project area
includes extensive historical mine workings for high-grade Cu-Au as well as evidence of placer gold
workings in two locations.
During the period, the Company received the results of reconnaissance sampling at the newly acquired
Suyay prospect with results up to 4.13g/t Au and 1.75% Cu. The anomalous geochemistry combined with
our early understanding of the geology and controls on mineralisation now suggests that there is potential
at Suyay for a high-level gold-rich porphyry or intrusive-related system. The Company has identified a
number of large radiometric anomalies potentially representative of porphyry-type silica-clay-sericite
alteration which it intends to target with regional mapping and sampling programmes.
Monti Lithium
GSC made its first foray into lithium exploration with the acquisition of an option over the Monti Lithium
Project located in the Salar de Atacama region of Chile.
The Group secured rights to 100% ownership of the Monti Lithium Project comprising concession
applications surrounding the Salar de Atacama, Chile's premier lithium producing region. The Salar de
Atacama is a tier 1 lithium production region with estimated pre-mine resources greater than 6.0 Mt
LiCO3. Lithium is hosted in subterranean brine solutions which are pumped to the surface, where the
lithium is extracted via evaporation processes producing a lithium carbonate (LiCO3) concentrate
product.
The Monti Project initially comprised 81 concession applications for a total combined concession area of
235 km2 (23,500 ha).
In October 2023, the total concession application area of the Monti Lithium project was expanded to 331
km2 (33,100 ha), strategically targeting areas where the Company believes the fluid-flow of Li-rich brines
into the Salar de Atacama basin is enhanced by large-scale structures9.
GSC is now conducting due diligence on the project with a view to ranking the concession areas on the
basis of potential access to brine-rich horizons in the basin in-flow regions. Work will include
reconnaissance field trips to undertake surface sampling and mapping programmes.
Outlook
It has been a positive year of progress as we continue to make significant strides across our prospects,
particularly at Especularita. Our exploration campaigns have yielded encouraging results and we have
established a very strong pipeline of drill targets. Whilst acknowledging that GSC will need to continue to
raise funds for its activities, with a strengthened capital base, we are poised to accelerate our exploration
efforts, where we aim to commence drilling shortly at our highly prospective targets.
GREAT SOUTHERN COPPER PLC
OPERATIONS REPORT (CONTINUED)
YEAR ENDED 31 MARCH 2024
6
Our Especularita project remains our primary focus, given its highly promising potential for porphyry Cu-
Au, intrusive-related Cu-Au, and high-grade IOCG Skarn-type mineralisation. The impressive assay
results and magnetic surveys have reinforced our confidence in the project's potential, and we are
advancing with aggressive follow-up exploration activities. The expansion of our footprint at Especularita,
including the recent acquisition of Artemisa and Cerro Negro, strategically positions us to unlock
significant value from these highly prospective areas. In addition, the team has shown strong discipline
in dropping certain non-core concessions subsequent to the year end.
Looking ahead, our strategic priorities are clear and the next six to twelve months promise to be an
exciting period for the Company with our plans to drill our priority targets, namely Cerro Negro, Victoria
and Aurelia. All drilling activities are subject to permitting approvals, rig availability and community
consultations. We will continue to prioritise and advance our high-potential targets with a focused and
disciplined approach aimed at advancing prospects to drill-ready status. Our strengthened financial
position enables us to commence our exploration drilling plans at Cerro Negro, ensuring that we
maximise the value of our asset base.
Sam Garrett
Chief Executive Officer
25 July 2024
References:
1. RNS 9894M (20 Sep 2023): GSC Secures "Monti Lithium Project" in the Prolific Salar de
Atacama Region, Chile,
2. RNS 0032C (05 Feb 2024): Rock Chip Sampling at Victoria Prospect Delivers Assay Results up
to 4.04% Cu, 4.16g/t Au and 26.7g/t Ag from Multiple Quartz-Sulphide Vein Breccias,
3. RNS 4849P (10 Oct 2023): Especularita Magnetics Survey Identifies Multiple Targets,
4. RNS 5914A (23 Jan 2024): Scout Drilling Completed at Abundante Prospect, Especularita,
5. RNS 4473Q (18 Oct 2023): High Grade Rock Chips up to 6.76% Cu at Aurelia Prospect,
Especularita,
6. RNS 0032C (05 Feb 2024): Rock Chip Sampling at Victoria Prospect Delivers Assay Results up
to 4.04% Cu, 4.16g/t Au and 26.7g/t Ag from Multiple Quartz-Sulphide Vein Breccias,
7. RNS 0741E (22 Feb 2024): GSC Expands Especularita Project with Two New Agreements,
8. RNS 4266J (16 Aug 2023): New "Suyay" Prospect Delivers High-Grade Gold-Copper in Rock
Chip Samples, San Lorenzo,
9. RNS 7843R (31 Oct 2023): Monti Lithium Project Grows by 40% with New Concession Filing
GREAT SOUTHERN COPPER PLC
BOARD OF DIRECTORS AND SENIOR MANAGEMENT REPORT
YEAR ENDED 31 MARCH 2024
7
The Board of Directors has overall responsibility for the Group. Its aim is to represent all stakeholders
and to provide leadership and control in order to promote the successful growth and development of the
business.
Samuel Garrett (Chief Executive Officer)
Samuel Garrett MSc. Applied Finance, Macquarie University (2011), MSc. Economic Geology, University
of Tasmania (1992), BSc. Hons. Geology, University of Tasmania (1988), is a geologist with over thirty
years of exploration management, assessment and operational experience for multi-national and junior
mining and exploration companies in ten countries and a broad range of geologic environments. He is
the executive director of Flynn Gold Ltd and also the Principal Consulting Geologist at Metal Ventures
Pty Limited. Samuel’s experience includes significant discovery credits including the Mt Elliot copper
mine (QLD), Dinkidi copper-gold mine (Philippines), Tujuh Bukit Au-Ag-Cu mine (Indonesia) and the
Havieron copper-gold deposit (WA). Samuel is a member of the Australian Institute of Geoscientists
(AIG), the Society of Economic Geologists (SEG) and he is a member of the Australian Institute of
Company Directors (AICD).
Martin Page (Chief Financial Officer)
Martin Page is a qualified chartered accountant and experienced CFO. He was previously CFO at Trident
Royalties plc, an AIM quoted junior mining royalty company, where he presided over an increase in the
company's market cap from c.$40 million to c.$200m. In this role, Martin was responsible for oversight
and management of the Group's finances, negotiation of debt financing and the deployment of over
US$100m in capital across several large deals. Prior to that he held the position of CFO at Toro Gold, a
group that owned and operated the Mako Gold mine in Senegal, which was sold to Resolute Mining for
in excess of US$300m in 2019.
Nicholas Briers (Non-Executive Director)
Nicholas Briers BSc. Hons. Geography, Royal Holloway College, University of London, is a Director of
Corporate Broking at SI Capital, specialists in delivering pre-IPO, primary and secondary funding to small
companies listed on the London market. Prior to that he has over 25 years of experience in financial
markets heading up Exchange Traded Derivatives sales desks at a number of tier 1 broking houses,
most recently at Tullett Prebon, now TPICAP, the world's largest Inter Dealer Broker. Nick was formerly
a Non-Executive Director of AMTE Power. He sits on the Company's Remuneration Committee and its
Audit Committee.
Stuart Greene (Non-Executive Director)
Stuart Greene is a geologist and former Director of RMB Resources, the resource investment arm of First
Rand Bank. He has sixteen years’ experience working in southern Africa as a mine geologist and
geological consultant with Western Areas gold mine, SRK Consulting, Knight Piesold, Venmyn Rand and
others, followed by 14 years as a mining financier with RMB Resources in their London office. Whilst
there, Stuart originated, evaluated and executed equity and debt financings for junior mining companies
with projects at every stage of development from exploration through to production; for commodities that
included gold, silver, copper, lead, zinc, nickel, diamonds, uranium and oil; and for project locations in
North America, South America, Europe, Africa and SE Asia. He is currently a founding partner and
director of Tanjun Capital Limited, the investment advisor to a mining credit fund, investing in junior and
mid-tier mining companies. Stuart chairs the Company's Audit Committee
GREAT SOUTHERN COPPER PLC
BOARD OF DIRECTORS AND SENIOR MANAGEMENT REPORT (CONTINUED)
YEAR ENDED 31 MARCH 2024
8
Charles Bond (Non-Executive Chairman)
Charles is a corporate finance lawyer with some 30 years of experience and has worked with mining
companies for the last 18 years. He is a partner in the London office of international law firm Gowling
WLG (UK) LLP, where he leads the UK firm's Natural Resources group and Equity Capital Markets team.
He practises in equity capital markets and public and private M&A for mining clients in developed and
emerging markets, helping to develop their business using his wide international network of contacts in
the sector. He spent ten years as a corporate lawyer with Freshfields Bruckhaus Deringer, before heading
the equity capital markets and natural resources teams at Cobbetts LLP and the UK branch of Canadian
law firm Gowlings, for eight years and four years respectively, before Gowlings' merger with UK firm
Wragge Lawrence Graham to become Gowling WLG. He has acted as lead counsel for numerous mining
companies and financial advisers, advising on flotations on the London and Toronto stock exchanges,
on secondary fundraises, public and private M&A, corporate governance, joint ventures and earn-ins. He
has been named as one of the few leading mining lawyers in England in the most recent International
Who's Who of Mining Lawyers. Charles chairs the Company's Remuneration Committee.
GREAT SOUTHERN COPPER PLC
DIRECTORS’ REPORT
YEAR ENDED 31 MARCH 2024
9
The Directors have pleasure in submitting their report together with the audited financial statements for
Great Southern Copper plc (the ‘Company’ and together with its subsidiary, the ‘Group’) for the year
ended 31 March 2024.
Principal Activities
covered in the Chairman’s Statement and also in the Operations Report.
Risks and Uncertainties
The business of mineral exploration, evaluation and development contains inherent risks. The Group’s
exposure to such risks and associated uncertainties is covered in the Strategic Report on page 19.
Performance and Future Developments
A review of the work undertaken at the Group’s projects is contained in the Operations Report as is an
outline of proposed future activities. Further detail is to be found in the Chairman’s Report.
General Background Information
The Company was incorporated in England and Wales on 4 March 2020. On 20 December 2021, the
Company was admitted to listing on the Official List (Standard Segment) of the Financial Conduct
Authority and to trading on the Main Market of the London Stock Exchange.
Details of issues of Ordinary Shares issued in the course of the year are covered in Note 18.
Further general information can also be found in Note 1, the Chairman’s Statement and the Operations
Report.
Dividends
No dividends are planned (2023: £nil).
Political and Charitable Donations
No political or charitable donations were made during the year under review (2023: £nil).
Directors
The Directors of the Company during the year were:
Charles Bond
Samuel Garrett
Stuart Greene
Martin Page (appointed 1 August 2023)
Nicholas Briers
The Directors’ interests in the ordinary share capital of the Company and details of their remuneration
are set out in the Remuneration Report from page 14.
GREAT SOUTHERN COPPER PLC
DIRECTORS’ REPORT (CONTINUED)
YEAR ENDED 31 MARCH 2024
10
Substantial Interests
As at 31 March 2024, the total number of issued ordinary shares in the Company with voting rights was
343,491,487. Details of the Company’s capital structure and voting rights are set out in note 18 to the
financial statements.
As at the date of approval of this report, the Company had 448,212,827 shares in issue and has been
notified of the following interests in 3% or more of the issued ordinary share capital of the Company:
Number of Ordinary Shares % of Issued Share Capital
Foreign Dimensions Pty Limited
Spreadex Limited*
Lowell Resources Fund
224,146,887
17,916,666
15,503,727
50.01
4.00
3.46
*Nominee, not beneficial shareholder.
Streamlined Energy and Carbon Reporting
The UK government’s SECR was implemented on 1 April 2019, when the Companies (Directors’ Report)
and Limited Liability Partnerships Energy and Carbon Report regulations 2018 came into force. The
regulations require that quoted companies and large unquoted companies that have consumed more
than 40,000 kilowatt hours (kWh) of energy in the reporting period must include energy and carbon
information within their Directors’ report. The Company does not currently exceed this threshold but
nevertheless, in the spirit of the requirements, it has calculated its energy usage below.
The Company will comply with applicable reporting obligations in line with the SECR regulations as the
Company’s strategy develops. The Board is conscious of its responsibilities under this legislation and
has ensured that all its employees and contractors are imbued with a similar philosophy.
The Company does not maintain a centralised office within the UK or Australia (where the Board are
based), preferring to rely upon on-line meetings wherever possible. The Board met face to face twice in
the financial reporting period; travel is kept to a bare minimum and operational energy consumption is
reduced to an insignificant level.
Operations in Chile are still at an early stage. A limited amount of drilling and trenching work has taken
place at both of its exploration projects, but all plant is hired in and is operated by contractors. Apart from
this, very little energy consuming work has taken place. The only material travel has consisted of visits
by the Chief Executive Officer, Chief Financial Officer and by the Company’s country manager. There
have been no Board visits during this financial reporting period.
GREAT SOUTHERN COPPER PLC
DIRECTORS’ REPORT (CONTINUED)
YEAR ENDED 31 MARCH 2024
11
Streamlined Energy and Carbon Reporting (continued)
Consistent with the previous reporting period, all administration work is contracted out in Chile to a
company whose energy consumption would be unlikely to alter materially without the presence of the
Group.
Taking all these factors into account, the Board has calculated that its energy consumption for the year
under review is in the order of 4,600 kWh, of which 72% relates to travel and the remaining 28% to office
use and below the 40,000 kWh threshold.
Directors’ and Officers’ Liability Insurance
During the year under review, the Company maintained cover for its Directors and Officers under a
Directors’ and Officers’ Liability policy. No qualifying third-party indemnity cover for the Directors has
been provided by the Company.
Report on Payments to Governments
The Group makes no payments which are required to be disclosed under this category. However, annual
statutory fees paid to the Chilean government by the holder of the concessions over which PTRC has
options, are directly reimbursed by PTRC.
Subsequent Events
Further details on subsequent events can be found in note 24 and in the strategic report.
Going Concern
In common with many other mineral exploration companies, the Group has raised equity and debt finance
for its exploration activities. The Board recognises that further finance will need to be raised as and when
required to progress its exploration projects and add shareholder value. The Board also acknowledges
that previous success in raising funds does not necessarily provide any guarantee that the Group will be
able to do so in the future.
As at 31 March 2024, the Group’s cash at bank amounted to £503k; at the date of signing this report, the
balance of cash and committed funds amounted to £1,005k.
The Board has reviewed the Group’s cash flow forecast up to 31 July 2025 and are aware that additional
funds will need to be sourced in order to continue to advance its exploration activities and continue as a
going concern for a period of at least 12 months from the approval of these financial statements. The
Directors are confident that they will be able to secure the necessary funding in order to enable the Group
to continue to advance its projects, however he requirement for further uncommitted fundings casts
significant doubt over the Group’s ability to continue as a going concern. The auditors have
acknowledged this going concern uncertainty in their unqualified audit report
The Board continues to closely monitor its cash position, allocate funds in line with its detailed budget
and maintain a strict control over non-project spend. The Directors remain confident in the Company’s
ability to raise additional funds as required, from existing and/or new investors and therefore consider it
appropriate to continue to adopt the going concern basis of accounting in preparing these financial
statements.
GREAT SOUTHERN COPPER PLC
DIRECTORS’ REPORT (CONTINUED)
YEAR ENDED 31 MARCH 2024
12
Auditors
A resolution to re-appoint the Company’s Auditors, PKF Littlejohn LLP, will be proposed at the next
Annual General Meeting of the Company, to be held before the end of September 2024.
Financial Reporting Council’s Audit Quality Review
The Financial Reporting Council’s Audit Quality Review team (AQR) reviewed PFK Littlejohn LLP’s audit
of the Group’s 2022 financial statements as part of its annual inspection of audit firms. The Audit
Committee received and reviewed the final report from the FRC in December 2023. The Audit Committee
was satisfied that the matters raised by the AQR were appropriately incorporated into the 2024 audit
plan.
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report, Strategic Report, Directors' Report,
Governance Report and Directors' Remuneration Report along with the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under the
law the Directors have elected to prepare the financial statements in accordance with the UK-adopted
International Accounting Standards.
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 the Group and of the profit
or loss of the Company and the Group for that year. The Directors are also required to prepare financial
statements in accordance with the rules of the London Stock Exchange for companies with a Standard
Listing.
In preparing these financial statements, the Directors are required to:
• Select suitable accounting policies and then apply them consistently;
• Make judgements and accounting estimates that are reasonable and prudent;
• State whether applicable accounting standards have been followed, subject to any material
departures disclosed and explained in the financial statements; and
• Prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the Company will continue in business.
The Directors are responsible for keeping adequate 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 comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
The maintenance and integrity of the Great Southern Copper plc website is the responsibility of the
Directors; work carried out by the auditor does not involve the consideration of these matters and,
accordingly, the auditor accepts no responsibility for any changes that may have occurred in the accounts
since they were initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination of the accounts and the
other information included in annual reports may differ from legislation in other jurisdictions.
GREAT SOUTHERN COPPER PLC
DIRECTORS’ REPORT (CONTINUED)
YEAR ENDED 31 MARCH 2024
13
Directors' responsibility statement pursuant to Disclosure and Transparency Rules
Each of the Directors, whose names and functions are listed on page 7 and 8, confirms that to the best
of his knowledge and belief:
• The financial statements prepared in accordance with UK-adopted International Accounting
Standards and in conformity with the Companies Act 2006, give a true and fair view of the assets,
liabilities, financial position and loss of the Group and parent company; and
• The Annual Report and financial statements, including the Operations Report, includes a fair
review of the development and performance of the business and the position of the Group and
parent company, together with a description of the principal risks and uncertainties that they face.
Statement as to Disclosure of Information to the Auditor
So far as the Directors are aware, there is no relevant audit information (as defined by Section 418 of the
Companies Act 2006) of which the Company's auditor is unaware, and each Director has taken all the
steps that he ought to have taken as a Director in order to make himself aware of any relevant audit
information and to establish that the Company's auditor is aware of the information.
We confirm to the best of our knowledge:
• The financial statements, prepared in accordance with the relevant financial reporting framework,
give a true and fair view of the assets, liabilities, financial position and profit or loss of the
Company and the undertakings included in the consolidation as a whole;
• The strategic report includes a fair review of the development and performance of the business
and the position of the Company and the undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and uncertainties that they face; and
• The annual report and financial statements, taken as a whole, are fair, balanced and
understandable and provide the information necessary for shareholders to assess the
Company's position and performance, business model and strategy.
Approved by the Board of Directors and signed on behalf of the Board by:
Charles Bond
Chairman
25 July 2024
GREAT SOUTHERN COPPER PLC
DIRECTORS’ REMUNERATION REPORT
YEAR ENDED 31 MARCH 2024
14
The Company’s Remuneration Committee comprises two Non-Executive Directors: Charles Bond and
Nick Briers. The Committee operates within the terms of reference approved by the Board. In the year to
31 March 2024, the Remuneration Committee did not formally convene as no changes were considered
necessary for formal review.. The items included in this report are unaudited unless otherwise stated.
Implementation of remuneration policy
Insofar as is practicable, the Remuneration Committee will ensure that the remuneration policy will be
reviewed in the next financial year. However, implementation of any recommended changes will be
dependent upon a number of factors as outlined above. The review will be undertaken with the aim of
retaining and incentivising current management. The statement of Remuneration Policy will be proposed
for approval by shareholders at the forthcoming Annual General Meeting before the end of September
this year.
Statement of policy on Directors’ remuneration
Given the current size and stage of development of the Group, there is no formal policy yet in place in
respect of remuneration, although it is the Company's intention to maintain levels of remuneration so as
to attract, motivate, and retain Directors and senior management, who can contribute their experience to
deliver the appropriate performance required by the Company’s operations. The Company is particularly
mindful of the need to balance this objective with the fact that it is pre-revenue.
Since the date of admission to listing, the Non-Executive Directors have been remunerated through
salaries and the grant of share options at the time of admission and a subsequent grant in December
2023. The salary of the Chairman has been settled by way of issuance of new shares. Total salaries
payable to Directors have been modest. As the Company grows, and increasingly will need to make
external hires, it will become necessary to move to a more long-term and sustainable policy, which
continues to align the interests of Directors and senior management with those of shareholders, while
recognising that new hires will not initially have an equity position. Accordingly, it is likely that
compensation packages for executive directors in particular will need to move over time to a level more
consistent with the market.
Currently Directors’ remuneration is not subject to specific performance targets. The Company is
sufficiently small that the Remuneration Committee does not consider that it is necessary to impose such
targets as a matter of principle, but believes that exceptional performance should be rewarded on an ad
hoc basis. Over the next year the Board will review the possibility of setting relevant objectives for
executive management, dependent on factors such as exploration progress, market profile and ESG
targets. Similarly, the Committee has not adopted a specific policy with regard to share option grants;
nonetheless, the use of share options will continue to be an important part of the compensation packages
both for executive and non-executive directors, particularly until such time as the Company is generating
cash from operations.
The Remuneration Committee considers the remuneration of directors and senior staff and their
employment terms, and makes recommendations to the Board of Directors on the overall remuneration
packages. No Director takes part in any decision directly affecting their own remuneration.
This statement of Remuneration policy will be proposed for approval by shareholders at the forthcoming
Annual General Meeting.
GREAT SOUTHERN COPPER PLC
DIRECTORS’ REMUNERATION REPORT (CONTINUED)
YEAR ENDED 31 MARCH 2024
15
Directors’ remuneration
The Directors who held office at 31 March 2024 and who had beneficial interests in the ordinary shares
of the Company are summarised as follows:
Name of Director Position
Samuel Garrett Chief Executive Officer
Martin Page Chief Financial Officer (appointed 1 August 2023)
Stuart Greene Non-Executive Director
Nicholas Briers Non-Executive Director
Charles Bond Non-Executive Chairman
Details of these beneficial interests can be found on Page 17 of this report.
Samuel Garrett entered into a service agreement at the time of the Company’s admission to the market
in December 2021 and each of the Non-Executive Directors entered into a letter of appointment. Martin
Page entered in a service agreement as Chief Financial Officer on 1 August 2023. Details of those
agreements are set out below. There were no other major remuneration decisions in the period.
Chief Executive Officer’s Remuneration
There has been no change to the basis of calculation or the daily rate paid to the Chief Executive Officer.
Any variation in the amount for the current year compared to the prior year is solely due to a difference
in the time allocated to the Company and a variation in the exchange rate.
Directors’ service contracts
Samuel Garrett
Samuel was appointed as Chief Executive Officer of the Company on 11 September 2020 and pursuant
to the terms of a service agreement with the Company dated 7 December 2021, either party may
terminate the appointment upon six months' written notice. He is paid a salary equivalent to US$200,000
per annum pro rata to the time committed to the Company, which is a minimum of 50%.
Martin Page
Martin was appointed Chief Financial Officer of the Company on 1 August 2023 and pursuant to the terms
of a service agreement with the Company dated 12 July 2023, either party may terminate the appointment
upon three months' written notice. He is paid a salary equivalent to GBP£125,000 per annum pro rata to
the time commitment to the Company, currently three working days a week.
Stuart Greene
Stuart entered into a letter of appointment with the Company on 7 December 2021 pursuant to which
either party may terminate the appointment upon three months' written notice and he is paid an annual
salary of £28,571 per annum.
Nicholas Briers
Nicholas entered into a letter of appointment with the Company on 7 December 2021 pursuant to which
either party may terminate the appointment upon three months' written notice and he is paid an annual
salary of £28,571 per annum.
Charles Bond
Charles entered into a letter of appointment with the Company on 7 December 2021 pursuant to which
either party may terminate the appointment upon three months' written notice and he is paid an annual
salary of £39,286 per annum payable by way of shares in the Company.
GREAT SOUTHERN COPPER PLC
DIRECTORS’ REMUNERATION REPORT (CONTINUED)
YEAR ENDED 31 MARCH 2024
16
Remuneration components
The Board has to date structured remuneration and incentivisation around the principles set out in
guidelines published by the Quoted Company Alliance, and also taken into account the fact that the
Company is an early-stage exploration business. Remuneration packages therefore are aimed at
motivating directors and supporting the delivery of the business objectives in the short and longer term,
using a combination of both salaries and share options, some of which are linked to share price
performance thereby aligning their interests with the interests of long-term shareholders. Remuneration
packages have been set high enough to recruit and retain high quality executives, but at levels that are
benchmarked to peers, not excessive and well within market parameters for a business of the size and
stage of the Company.
For the year ended 31 March 2024, salaries and share incentive arrangements were the sole component
of remuneration. The Remuneration Committee will continue to consider the components of Directors’
remuneration during the year and following this review anticipate that they will continue to consist of
salaries and share incentive arrangements, but the Committee will also consider the use of bonus
arrangements for executive management if appropriate for medium term incentivisation, based on
relevant factors such as exploration progress, market profile and ESG targets.
Directors’ emoluments and compensation (audited)
Set out below are the emoluments of the Directors for the years ended 31 March 2024 and 2023:
Name of Director
Short term employment
benefits*
Share-based payment
charge
Other benefits Total
2024
£
2023
£
2024
£
2023
£
2024
£
2023
£
2024
£
2023
£
Stuart Greene
Nicholas Briers
Charles Bond
28,571
28,571
39,286
28,571
28,571
39,286
20,858
20,858
34,763
8,119
8,119
13,532
7,299
-
-
-
-
-
56,729
49,430
74,045
36,690
36,690
52,818
Non-Executive total
96,428 96,428 76,479 29,770 7,299 - 180,204 126,198
Samuel Garrett
138,137 105,714
75,704 21,651
13,814 13,382 227,655 140,747
Martin Page**
50,000 -
25,104 -
- - 75,104 -
Executive total
188,137 105,714 100,808 21,651 13,814 13,382 302,759 140,747
Total
284,565 202,142 177,287 51,421 21,113 13,382 482,965 266,945
* Excludes NI paid by Company of £13,153 (2023: £13,998).
** Appointed 1 August 2023.
GREAT SOUTHERN COPPER PLC
DIRECTORS’ REMUNERATION REPORT (CONTINUED)
YEAR ENDED 31 MARCH 2024
17
The interests of the Directors who served during the year in the share capital of the Company at
31 March 2024 and at the date of this report were as follows:
Name of Director
Number of ordinary
shares held 31 March
2024
As at the date
of this report
Number of
ordinary shares
held 31 March
2023
Number of
share options
vested but
unexercised
as at 31
March 2024
Number of share
options vested
but unexercised
as at 31 March
2023
Samuel Garrett 10,863,835 12,947,168 4,926,878 2,021,111 1,347,407
Martin Page - - - - -
Stuart Greene 1,155,555 1,155,555 100,000 757,916 505,276
Nicholas Briers 1,477,777 1,477,777 200,000 757,916 505,276
Charles Bond* 4,263,644 5,401,650 1,260,311 1,263,194 842,128
*The allotment of shares to Charles Bond for the quarter ended 31 March 2024 took place on 4 April
2024 with issuance of a further 304,673 ordinary shares, the relevant salary is accrued and included in
the remuneration figures above.
Total pension entitlements (audited)
The Company makes a 10% contribution to the Chief Executive Officer’s superannuation scheme but
otherwise has no other pension plans.
Payments to past directors (audited)
The Company has not paid any compensation to past Directors.
Payments for loss of office (audited)
The Company has not paid any amounts for loss of office.
Directors’ interests in share options (audited)
Details at 31 March 2024 of share options (vested and unvested) over ordinary shares held by directors
who served during the year are set out in the table below
Name of Director
Options
exercisable at
5p
Options
exercisable at
1p
Total share options at 31
March 2024
Number of share options
at 31 March 2023
Samuel Garrett 2,021,111 8,000,000 10,021,111 4,042,222
Martin Page - 5,000,000 5,000,000 -
Stuart Greene 757,916 1,500,000 2,257,916 1,515,833
Nicholas Briers 757,916 1,500,000 2,257,916 1,515,833
Charles Bond 1,263,194 2,500,000 3,763,194 2,526,388
The detailed terms of the options are provided in note 19. The options exercisable at 1p were granted
during the year. The weighted average contract length on the options was 6 years (2023: 4 years). The
remaining average contractual life of the options was 5 years 2 months (2023: 2 years 8 months). Other
than as set out above, there were no awards of annual bonuses or incentive arrangements in the period.
GREAT SOUTHERN COPPER PLC
DIRECTORS’ REMUNERATION REPORT (CONTINUED)
YEAR ENDED 31 MARCH 2024
18
All remuneration was therefore fixed in nature and no illustrative table of the application of remuneration
policy has been included in this report.
Consideration of employment conditions elsewhere in the Group
The Committee has not consulted with employees about executive pay but considers that the current
remuneration of Executive Directors is consistent with pay and employment benefits across the wider
Group.
UK 10-year performance graph
The Directors have considered the requirement for a UK 10-year performance graph comparing the
Group’s Total Shareholder Return with that of a comparable indicator. The Directors do not currently
consider that including the graph will be meaningful because the Company has only been listed since
December 2021, is not paying dividends and is currently incurring losses. The Directors will review the
inclusion of this table for future reports.
UK 10-year CEO table and UK percentage change table
The Directors have considered the requirement for a UK 10-year CEO table and UK percentage change
table. The Directors do not currently consider that including these tables would be meaningful as
remuneration is not currently linked to performance, therefore any comparison across years or with the
employee group would be significantly skewed and would not add any information of value to
shareholders. The Directors will review the inclusion of this table for future reports.
Relative importance of spend on pay
The Directors have considered the requirement to present information on the relative importance of spend
on pay compared to shareholder dividends paid. Given that the Company does not currently pay
dividends they have not considered it necessary to include such information.
Compliance with Listing Rule 9.8.4 (7)
In accordance with the terms of his employment arrangements, the Chairman’s remuneration is payable
in the form of ordinary shares in the Company, calculated quarterly on the basis of the volume weighted
average price for the preceding quarter. Shares are allotted on this basis after the deduction of
appropriate income tax and national insurance contributions. Full details of the allotments relating to
remuneration payable for the year ended 31 March 2024 are set out in the Company's announcements
dated 14 December 2023 and 16 January 2024. Allotment of shares for the quarter ended 31 March 2024
took place subsequent to the year end, and the remuneration disclosed does take into account the
consideration for such allotment. In addition, the CEO was partially paid in the form of ordinary shares in
the Company, as detailed in the Company announcement dated 14 December 2023.
Other matters
The Company does not currently have any annual or long-term incentive schemes in place for any of the
Directors other than as disclosed above.
Approved by the Board on 25 July 2024.
Charles Bond - Chairman of the Remuneration Committee
GREAT SOUTHERN COPPER PLC
STRATEGIC REPORT
YEAR ENDED 31 MARCH 2024
19
The Directors present their Strategic Report on the Group and Company for the year ended 31 March
2024.
Strategy and Business Review
The Company’s strategy is to create value for shareholders by using the expertise of its management
team to successfully explore for copper-gold (Cu-Au) deposits in Chile and, potentially, to identify and
acquire other mineral exploration projects.
The Company’s key exploration projects in Chile comprise the and the Especularita Cu-Au project located
approximately 350km north of Santiago and the San Lorenzo Cu-Au project north east of the coastal
town of La Serena in northern Chile. Both projects are situated in the Coastal Cordillera of Chile with
good access to infrastructure. In addition, the Company has an option over the Monti lithium project
located in the Salar de Atacama district of northern Chile.
Subsequent Events
On 26 June 2024, the Company completed a fund-raising through the placing and subscription for
104,416,667 new ordinary shares of 1p each at £0.012 per share raising £1.25m before expenses.
On 12 June 2024, the Company signed a binding purchase option agreement to acquire the Artemisa
copper project at the Company’s Especuralita project in Chile.
On 29 June 2024, the Company signed a binding purchase option agreement to acquire the Cerro Negro
copper project at the Company’s Especuralita project in Chile.
Principal Risks
The Directors have identified the following principal risks in regards to the Company’s future. The relative
importance of these risks is likely to evolve over time as the Company executes its strategy in Chile and
as the external economic and market environment changes.
Strategic Risk
The Company’s strategy may not deliver the results anticipated by the shareholders. The Directors
regularly monitor the Company’s progress and will modify the strategy as required, based on internal and
external developments and exploration results. The strategy is monitored at the Company’s regular Board
meetings.
Concentration Risk
The Company’s activities are currently geographically concentrated in Chile. As a result of this
concentration, the Company may be disproportionately exposed to the impact of local delays or
interruptions to development of, and future production from, these locations caused by significant
changes to governmental regulation, interruption to transportation together with capacity constraints,
curtailment of future production, natural disasters, adverse weather conditions, civil unrest, labour
disputes or other events which impact this area.
Exploration Risk
The Company’s projects are regarded as 'early-stage exploration', are highly speculative in nature, and
may not result in success. There is no guarantee that further mineralisation or recoverable economic
resources will be found.
Whilst the Directors endeavour to apply their skills to assess the projects, exploration is costly, highly
speculative and often unsuccessful. For instance, factors such as adverse weather conditions, natural
disasters, equipment or services shortages, procurement delays or difficulties arising from the
environmental and other conditions in the areas where the potential resources are located, may increase
costs and make it uneconomical to advance or develop the Company's projects. Failure to discover new
mineral resources or maintain existing mineral rights could materially and adversely affect the Company’s
results of operations, cash flows, financial conditions and prospects.
GREAT SOUTHERN COPPER PLC
STRATEGIC REPORT (CONTINUED)
YEAR ENDED 31 MARCH 2024
20
Government Regulation
The licences and operations of the Company are in jurisdictions outside of the UK and there will,
therefore, be a number of risks that the Company will be unable to control.
Whilst the Company will make every effort to ensure that it has robust commercial agreements in place,
there is a risk that the Company may be adversely affected by political factors such as taxes and
charges, suspension of licences and changes to the laws governing mineral exploration and extraction
activities. The adoption of a mining royalty tax in Chile may adversely affect the Company's operations
in the future.
On 10 August 2023, a mining royalty law was enacted which introduces a new royalty system payable
by copper mining companies. The law contains a variable royalty rate, dependent on the quantity of
copper sold and will apply to companies producing more than 50,000 metric tonnes of fine copper per
annum. The Company is aware of the law and will continue to monitor relevant regulations and any
other proposed changes and specifically the impact they could have on any potential future operations
of the Company.
Permitting
The Company's rights to the exploration projects are defined by option agreements that its subsidiary,
PTRC, has over the exploration and exploitation concessions at these projects. The option agreements
and all of the concessions are in good standing.
Exploration concessions in Chile currently last for 2 years, counted since their constitution by judicial
ruling, and are subject to the payment of annual fees to the Chilean Treasury. If these fees are not paid
in a timely manner, the claim can only be restored to good standing by paying double the annual fee
the following year. At the end of the two-year period, the exploration concession may i) be renewed for
an additional two years, in which case at least 50% of the surface area of the exploration concession
must be relinquished, or ii) be converted, totally or partially, into an exploitation concession. Pursuant
to article 112 of the Mining Code, amended by Law No. 21,420 of 4 February 2022 which became
effective on 1 January 2024, exploration concessions will have a duration of 4 years counted since
their constitution (and the 4-year period cannot be extended).
Exploitation concessions are valid indefinitely so long as annual fees are paid to the Chilean
government. Pursuant to article 142 bis of the Mining Code, added by Law No. 21,420 of February 4,
2022 which became effective on 1 January 2024, the annual fee for proving the start and maintenance
of mining works will be US$8/ha. In the event that the exploitation concessions do not comply with
such requirement (maintenance of mining works), a progressive annual fee will be applied for the
aforementioned measure, as follows:(i) USD32/ha for the first 5 years of validity; (ii) USD64/ha from
year 6 to year 10; (iii) USD72/ha from year 11 to year 15; (iv) USD96/ha from year 16 to year 20; (v)
USD240/ha from year 21 to year 25; (vi) USD580/ha from year 26 to year 30; and (vi) USD960/ha from
year 31. Pursuant to article 142 bis of the Mining Code, added by Law No. 21,420 of February 4, 2022
which became effective on 1 January 2024, the annual fee for proving the start and maintenance of
mining works will be US$8/ha.
The process to incorporate an exploitation concession is based on the principle that grants preference
to the first petitioner before the local court. The holder of an exploration concession in good standing
has the preferential right to incorporate an exploitation concession within the boundaries of its
exploration concession. Notwithstanding, anyone can request the incorporation of an exploitation
concession within the limits of the exploration concession of a different owner, in which case the holder
has to file a claim opposing the aforementioned constitution, within 30 days, counted from the date of
publication of the application made by the interested third party. Exploration and exploitation
concessions do not necessarily imply a right to mine, except on a small scale. However, they give the
owner the right to mine subject to the granting of permits.
There is no guarantee that any of PTRC’s granted exploration concessions, or any exploration
concessions granted in the future, will be renewed. Additionally, there is no guarantee that PTRC’s
exploitation concessions granted or to be granted can be effectively maintained by payment of the
appropriate annual licence fees or by means of compliance with any new regulation that may control
GREAT SOUTHERN COPPER PLC
STRATEGIC REPORT (CONTINUED)
YEAR ENDED 31 MARCH 2024
21
the granting and maintenance of exploitation concessions in the future. If these exploration and
exploitation concessions are not renewed or maintained, or if new exploration and exploitation
concessions are applied for and not granted, this could have a material adverse effect on the
Company's business, prospects, financial conditions and results of operations.
Whilst the Company is satisfied that it has taken reasonable measures to ensure an unencumbered
right to explore its projects in Chile, the relevant concessions may be subject to undetected defects. If
a defect does exist, it is possible that the PTRC may lose all or part of its interest in one or more of the
concessions to which the defect relates and its exploration and exploitation rights over the areas related
to such concessions and prospects of commercial production may accordingly be adversely affected.
Exploration concessions, which PTRC has the right to acquire through option agreements, need to be
duly registered in the Chilean Mining Registrar in order for them to be enforceable. Whilst PTRC is
satisfied that it has submitted all option agreements not currently registered in the Chilean Mining
Registrar for registration, if PTRC fails to register any option agreement in the Chilean Mining Registrar,
then it may be unable to enforce the benefit of them and PTRC's title to the exploration concession
and could be subject to potential litigation by third parties claiming an interest in them.
Environmental and Other Regulatory Requirements
Currently the Group’s environment impact is limited to the activities associated with exploration and is
therefore minimal. The development of any project into a mining operation will have a considerable impact
on the local landscape and communities. There may at some point be opposition to mining by some
parties and this may impact the ability of the Company to progress these projects towards production.
Although the Company believes that its projects are currently in compliance with all relevant
environmental and health and safety laws and regulations, there can be no guarantee that new laws or
regulations, or amendments to current laws or regulations will not be introduced and they may have a
material impact on the Company and its projects. The Company will continue to maintain the highest
standards and aim to comply with all appropriate laws and regulations. The Company will also continue
to engage with local communities and non-governmental and governmental bodies to ensure any impacts
of current and future activities are minimised and managed appropriately.
Financing
The Company is in the exploration stage of its development and will only become revenue producing
once successful exploration has been achieved and an operating mine developed. Consequently, the
Company will be dependent on either equity funding or bringing in partners to finance its operations. The
Company may not be successful in the procurement of the required funds and may therefore have to
adjust its exploration strategy accordingly.
Commodity Prices
The market prices of copper and gold, like many commodities, are volatile and are affected by numerous
factors which are beyond the Company’s control. Sustained downward movements in copper and gold
prices could render less economic, or uneconomic, the mineral projects that the Company is exploring
and could negatively impact the availability of equity finance to the Company for it to continue to fund its
exploration activities.
GREAT SOUTHERN COPPER PLC
STRATEGIC REPORT (CONTINUED)
YEAR ENDED 31 MARCH 2024
22
Foreign Currency and Exchange Rates
The Company may be exposed to ongoing currency risk, however no forex sensitivities have been
included as they are deemed to be immaterial. Proceeds of fundraises are expected to be mostly in
Sterling; the Company’s financial statements are stated in Sterling and certain ongoing management
costs will be denominated in Sterling. Its operational costs are largely in Chilean Peso (CLP). As a result,
fluctuations in the exchange rates of these currencies may adversely affect the Company’s exploration
budgets, operating results, cash flows or financial condition to a material extent.
Market Conditions
The Company cannot predict the extent of periods of slow or negative economic growth and any resultant
weakening of consumer and business confidence. This might result in difficulties in raising capital and
lower the level of demand for many products across a wide variety of industries, including those industries
for which commodities in the natural resources sector are an important raw material. Accordingly, the
Company’s estimate of the results of operations, financial condition and prospects of the Company, and
of any future acquisition targets, will be uncertain and may be adversely impacted by unfavourable
general global, regional and national macroeconomic conditions.
Dependence on Key Personnel
The Company’s success depends to a significant extent on the quality of its management. The
Company’s business may be disrupted, additional cost may be incurred or its future may be jeopardised
by a loss of, or failure to retain, sufficient numbers and quality of management staff or senior personnel.
To mitigate this risk, measures are in place and are under review to reward and retain key individuals
and to protect the Company from the impact of staff turnover.
Social, Community and Human Rights
It is the Company’s intention to operate for the benefit of all stakeholders. In this regard, it will ensure
that PTRC:
• Adopts fair, non-discriminatory employment practices;
• Ensures safe working practices for all employees;
• Positively engages with local communities and is sensitive to any concerns that they may have
regarding land usage, water resources, biodiversity, cultural sites and artefacts; and
• Will treat local suppliers fairly.
Whilst the projects are still at an early stage of exploration, the Company recognises that for any mine to
be developed at the project sites, it must be able to demonstrate to all stakeholders, a clear positive
benefit that respects social, community and human rights.
GREAT SOUTHERN COPPER PLC
STRATEGIC REPORT (CONTINUED)
YEAR ENDED 31 MARCH 2024
23
Climate-Related Financial Disclosures
The Group recognises that climate change represents one of the most significant challenges facing the
world today. Under the Listing Rules compliance with the Task Force on Climate-Related Financial
Disclosures (TCFD) is required for premium and standard listed companies on a comply or disclose basis.
TCFD Purpose
In contrast to the Streamlined Energy and Carbon Reporting (SECR) disclosures which requires listed
companies to disclose their greenhouse gases emissions, CO2 and energy usage, TCFD is primarily
designed to protect shareholders from the impacts of climate change by ensuring companies disclose
key information within these areas and communicate how they are thinking about and assessing climate-
related risks and opportunities as part of their resilience and risk assessment processes.
TCFD adherence requires disclosure of greenhouse gas (GHG) emissions as part of the Metrics and
Targets section. This creates a degree of overlap with SECR requirements; however TCFD’s focus is
understanding how Greenhouse Gas (“GHG”) emissions may expose a company to future changes in
law, regulation or market dynamics which penalise higher polluting industry sectors, sub sectors or
companies.
Climate Change Risks and Opportunities
The following table includes our TCFD disclosures and where necessary explanations why the Group
has not fully met them and the Board’s plans to implement these in future.
GOVERNANCE Management of climate-related risks and opportunities
Boards Oversight
The Company does not currently have a climate risk committee although
climate risk is discussed at board meetings when relevant. A climate risk
committee will be implemented when deemed necessary, most likely once
a development project reaches feasibility stage, prior to financing and
implementation.
Since the Company’s strategy and business plan are to capitalise on
climate change by providing the materials the world needs to reduce its
impact, the Board understand that climate change opportunity is embedded
in the Company’s activity and that it needs to ensure that the raw materials
it intends to produce or will produce are delivered in the least damaging
way.
Assessment/
management
GSC will engage environmental consultants as part of regulatory
compliance for its operations: environmental audits and EIAs. It will also
engage a consultant to do a Fatal Flaw Analysis as part of any Scoping
Study.
GREAT SOUTHERN COPPER PLC
STRATEGIC REPORT (CONTINUED)
YEAR ENDED 31 MARCH 2024
24
STRATEGY Climate change affects integrated into early stage projects
Risks/opportunities
Climate related issues identified and discussed include:
Opportunities (mostly medium-long term)
• Producing copper to enable the world’s energy transition.
• Supplying products that can satisfy Responsible Sourcing
• Net zero objective (ambitious).
Risks
• Continued use of climate damaging technology in the natural
resources sector
• Non-Climate Change environmental and social impact that also
need to be mitigated.
RISK MANAGEMENT Group identifies, assesses and manages climate-related risks
Risk identification
The Company has identified, through discussions at Board level and
between the Executive team, key climate change related risks as follows:
• Competition for minerals projects
• Competition for equity capital
• Climate change physical impacts on jurisdiction and regions where
metals and minerals deposits are located.
• Potential for higher input costs, notably for fossil fuels and building
materials such as cement and steel that will reduce the value of
each project and the ability to finance construction
As the Company matures, it will consider setting targets to manage climate-
related risks and opportunities. These targets will be informed by the
culmination of ongoing climate-related scenario analyses and the setting of
a baseline carbon footprint once the business is fully operating.
METRICS/TARGETS
Disclose the metrics and targets used to assess and manage relevant
climate-related risks and opportunities
GHG metrics
The Company’s GHG emissions are currently low due to the nature of
operations. During the period under review the main GHG emitters were:
• International/domestic travel to and from site in Chile and
international travel for fund raising.
• Employee / contractor accommodation and associated energy
use.
• Exploration drilling and associated logistics.
• Home office usage by the Board in the UK and Australia
As noted in the Company’s SECR disclosure above, energy usage was
below 40,000 kWh and as a result Scope 1, 2 and 3 GHG data was not
GREAT SOUTHERN COPPER PLC
STRATEGIC REPORT (CONTINUED)
YEAR ENDED 31 MARCH 2024
25
collected. During 2024/25 the Group expects GHG emissions and energy
usage to remain low.
At this stage of the Company’s development there are no other relevant
targets or metrics, but the Company will continue to monitor this as the
business matures.
At the UK Company level, the Directors ensure that climate change risks and opportunities are embedded
in strategy. The Directors are of the view that the global demand for copper will continue to rise, driven
by the world’s transition to renewable energies and hence its own strategy to explore for and develop
these assets is aligned to TCFD opportunities and will result in share price appreciation.
Governance will be strengthened to ensure reporting on these climate related risks is meaningful and
transparent. Risk Management will include a process for identifying, assessing, and managing climate-
related risks and the Group will establish various metrics and targets to assess climate-related risks and
opportunities.
The Board considers different climate related scenarios as part of its business model reviews and
strategy sessions at Board level. At this stage of development, the Board do not consider there to be a
diverse change to the resilience of the business model at various levels of climate change.
Gender/Minority Ethnic Background of the Company
As at 31 March 2024 (the ‘Reference Date’) and based on how our employees identify themselves, the
gender and minority ethnic background of the Company’s board of directors and executive management
fails to meet the Financial Conduct Authority’s three targets for a company with a standard listing of equity
shares (regulation LR 13.3.33 R) which are:
• at least 40% of the individuals on its board of directors are women;
• at least one of the senior positions on its board of directors is held by a woman; and
• at least one individual on its board of directors is from a minority ethnic background.
The Company’s small board and executive management team currently comprises 100% white British
and Australian males and this situation remains unchanged at the date of this annual report.
# of Board
members
Percentage
of the Board
Executive
management
Percentage
executive
mana
g
ement
Men 5 100 2 100
Women - - - -
Notwithstanding the current situation, the Company is committed to fostering a diverse and inclusive work
environment whilst seeking to attract and retain the most qualified professionals regardless of gender or
ethnicity. The Company’s failure to meet the FCA targets reflects the early-stage development of the
Company (with just five employees) and the reality of a mining industry that is still very male dominated.
Nevertheless, our aspiration is to create a more gender and minority ethnicity balanced company in time
as we expand and build out our team.
Gender Pay Gap
As a result of the Company’s early stage of development, there are just five employees and none of them
are women (as described above). As a consequence, there is no basis for a gender pay gap analysis.
GREAT SOUTHERN COPPER PLC
STRATEGIC REPORT (CONTINUED)
YEAR ENDED 31 MARCH 2024
26
Key Performance Indicators (KPIs)
Given that the Company is at an early stage in its development, has no turnover and is dependent on
raising funds in the equity market to finance its activities, many of the quantifiable KPIs that companies
in other industries may present are not applicable here. Nevertheless, management is monitoring key
performance indicators or the process associated with:
• Company expenses and the cash balance to ensure that the Company can meet its expected
obligations as they fall due and to inform the required timing of the next fund raising;
• The progress of the exploration programme and the status and commitments with regards to
the exploration concessions; and
• Ensuring that Pacific Trends Resources Chile Spa (“PTRC”) meets its environmental and social
obligations in Chile.
• Ensuring that the Group maintains as low an impact on climate change as possible
The Directors are of the opinion that, for an early-stage mineral exploration company, the audited
accounts, the Chairman’s Statement and the Operations Report are the best means of assessing the
performance of the Company during the year.
Section 172(1) Statement
The Directors believe they have acted in the way that they consider, in good faith, would be 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), and in doing so have had regard (amongst other matters) to the following
factors:
• The likely consequences of any decision in the long term;
• The interests of the Company's employees;
• The need to foster the Company's business relationships with suppliers, customers and others;
• The impact of the Company's operations on the community and the environment;
• The desirability of the Company maintaining a reputation for high standards of business conduct;
and
• The need to act fairly as between members of the Company.
The application of the s172 requirements can be demonstrated by the actions and key decisions of the
Company during the year including:
• In pursuit of the Company’s strategy of creating value for shareholders via the exploration for
copper mineral deposits in Chile, the Company has, in the past year:
• carried out exploration and identified copper mineralisation at its two projects in Chile;
• confirmed the discovery of a large intrusive-related copper-gold mineralised system at
Especuralita;
• identified mineralised vein breccia targets for follow up work; and
• added a third project to the Company – being the Monti lithium project
• In order to pursue the strategy outlined, the Directors are aware of the importance of developing
the skills of its employees and establishing a good team work ethic where team members work
well together and communicate openly with each other. In pursuit of this objective, the CEO
visited the projects in Chile on a number of occasions during the year, working with team
members and, together with the Company’s experienced exploration manager, imparting the
benefit of their expertise to more junior team members.
• In the past year, the Company has acted fairly, in good faith and without problems with all of the
service providers.
• At this stage of the Company’s development, it has no customers.
GREAT SOUTHERN COPPER PLC
STRATEGIC REPORT (CONTINUED)
YEAR ENDED 31 MARCH 2024
27
Section 172(1) Statement (continued)
• The Directors are very aware of the need to carefully manage environmental and social matters
in Chile in order to ensure that it has a social licence to explore and, if successful, to ultimately
mine at the project sites. The Company has prepared a ‘Sustainability’ statement which appears
on the Company’s website and has commenced work on an Environmental, Social and Corporate
Governance (“ESG”) policy to govern how members of the team manage these matters and to
ensure that the Company operates to the highest standards.
• The Company’s values of business conduct are described in the Corporate Governance
Statement. Additionally, the culture of the Company is illustrated by the following statements
that appear on the Company’s website:
• We will be guided by our company values to act with integrity at all times both within the
workplace and within the community more broadly; and
• We will communicate transparently and honestly with all stakeholders
• Retaining investor support is important to the Company and, therefore, the Directors intend to
keep shareholders fully and equally informed. In the past year, the Company has kept
shareholders informed of progress via news releases, web podcasts, the Company’s website,
attending a mining conference and through direct contact. Moving forward, management will
continue to attend mining conferences where they will be available to meet shareholders in
person.
Approved by the Board on 25 July 2024
Stuart Greene
Chairman of Audit Committee (Non-Executive Director)
GREAT SOUTHERN COPPER PLC
CORPORATE GOVERNANCE
YEAR ENDED 31 MARCH 2024
28
The Directors of the Company are listed on page 7. The Chief Executive Officer (“CEO”) is responsible
for the day-to-day management of the Company, subject to the directions of the Board. The CEO is
supported by the Non-Executive Directors, a Chief Financial Officer who is responsible for the financial
control, management, accounting and reporting functions of the Company, and an in-country manager
to assist with local operations.
The Company recognises the importance of and is committed to high standards of corporate governance.
As a Company listed on the Standard Segment of the Official List of the Financial Conduct Authority, the
Company is not required to comply with the provisions of the UK Corporate Governance Code. However,
in the interests of observing best practice on corporate governance, the Company observes the
requirements of The Quoted Companies Alliance Corporate Governance Code (the "QCA Code"), insofar
as is appropriate having regard to the size and nature of the Company and the composition of the Board.
A copy of the QCA Code is available at qca.com.
Since adopting the QCA Code at the time of listing, the Company has departed from it in the following
respects and for the following reasons:
• The CEO is currently only contracted to spend 50% of his time serving the requirements of the
Company and the CFO is only contracted for 3 days a week. This is partly due to other current
obligations of each individual but also assists with maintaining lower remuneration costs for
the Company during its initial stages. As the Company matures it expects to engage its CEO
and CFO on a full-time basis.
• Given its early-stage nature, the Company does not currently have a senior independent
director. For a similar reason the Company does not have a nomination committee, rather this
function will be carried out by the Remuneration Committee. The Board has not carried out a
board performance evaluation during the year.
• The Board does not consider an internal audit function to be applicable due to the Company's
limited number of transactions.
• A diversity policy has not yet been developed but biographies of directors and senior
management and their relevant experience are set out on pages 7 & 8.
The sections below set out how the Group otherwise applies the principles of the QCA Code.
The Board notes the QCA has updated its Corporate Governance Code (2023 Code) and that the new
Code will apply to financial years beginning on or after 1 April 2024. The Board has begun the process
of migrating to the new Code and will be using a 12 month transition period to make the necessary
adjustments to how the governance of the Company operates. In addition, the Boad notes the new
Listing Rules applicable from 29 July 2024 and will assess the implications upon the business.
Strategy and business model which promotes long-term value for shareholders
The Company is involved with mineral exploration for copper-gold resources in Chile. Its primary
objective is to generate long term value for shareholders, which it is seeking initially to achieve through
the exploration and evaluation of two early-stage copper-gold projects, and potentially thereafter
through further acquisitions and investments. Using the Company's expertise, it is carrying out a two-
year evaluation work programme to target principally large tonnage, low to medium grade porphyry
style Cu-Au deposits, and subsequently exercise its options to acquire them.
Early stage mineral exploration is by its nature speculative and the Company aims to reduce the risks
inherent in the business by maintaining a close relationships with its Chilean partners who own the
GREAT SOUTHERN COPPER PLC
CORPORATE GOVERNANCE (CONTINUED)
YEAR ENDED 31 MARCH 2024
29
mineral rights over which the Company has an option, keeping abreast of current Chilean political
developments, which might affect the mining industry, regularly reviewing the good standing of the
concessions under option to the Company, and the careful application of funds to the most promising
exploration targets. Further risk factors which the Company regularly takes into account are set out in
the Strategic Report.
Shareholder communications
The Company is committed to engaging with its shareholders to ensure that its strategy, operational
results and financial performance are clearly understood. At this early stage, the Board is focusing on
in-country operations, but expects to engage more actively with shareholders once it has its first drilling
results, including via roadshows, attending investor conferences and through its regular reporting on
the London Stock Exchange. The Company's announcements are set out on its website, which also
hosts its prospectus that was produced for the listing, and its most recent corporate presentation,
webcasts and phone numbers to contact the Company and its professional advisers.
Whilst the Chief Executive Officer has ad-hoc meetings with larger retail shareholders in Australia to
seek their views and concerns, the Company's forthcoming annual general meeting will be the main
forum for dialogue with shareholders and the Board, and notice of the meeting will be sent to
shareholders at least 21 days beforehand. All UK based Directors are expected to attend the AGM and
to be available to answer questions raised by shareholders. For each vote, the number of proxy votes
received for, against and withheld will be announced at the meeting. The results of the AGM will also
be announced via the London Stock Exchange. Investors can always contact the Company via its
website (www.gscplc.com). The Non-Executive Chairman and Non-Executive Directors are also
available to meet with major shareholders in the UK if required to discuss issues of importance to them
and are considered to be independent from the executive management of the Company.
Wider stakeholder and social responsibilities and their implications for long term success
Aside from its shareholders, the Group's most important stakeholder groups are its employees, local
partners and those local communities that may be impacted by its exploration activities, although given
the size, stage and location of the Company's projects there is minimal impact currently. The Board
regularly reviews stakeholder issues and their potential impact on the Group's business to enable the
Board to understand and consider these issues in decision-making. The Board understands that
maintaining the support of all its stakeholders will be paramount for the long-term success of the
Company.
The Board is also mindful of its obligations to the local environment and to operate according to
appropriate health and safety regulations in respect of both local workers and the local community.
Although at this stage of exploration there is little requirement for engagement, the Board is mindful of
the future need to do so as exploration and development activity on projects increase, such as holding
public forums, site visits and workshops. Social projects in the local communities will be dependent on
local need and also the stage of exploration/level of project investment.
If and when the Company's projects move forward towards potential mining activities, it may seek to
bring in partners, who can credibly make the investments to move towards mine production. In doing
so the Board will have regard for their ability and desire to move projects forward, their industry
reputation and their commitment to treating the local communities fairly and protecting the environment.
GREAT SOUTHERN COPPER PLC
CORPORATE GOVERNANCE (CONTINUED)
YEAR ENDED 31 MARCH 2024
30
Risk management and mitigation
Audit, risk and internal control
Financial controls
The Company has a framework of internal financial controls, the effectiveness of which is regularly
reviewed by the Directors and the Audit Committee. The key financial controls are:
• The Board is responsible for reviewing and approving overall Company strategy, approving
new exploration projects and budgets, and for determining the financial structure of the
Company including treasury and tax matters. The Company maintains a schedule of matters
reserved for the Board;
• The Audit Committee assists the Board in discharging its duties regarding the financial
statements, accounting policies and the maintenance of proper internal business, and
operational and financial controls;
• The Remuneration Committee assists the Board in reviewing the scale and structure of the
executive directors’ and senior employees’ remuneration and the terms of their service or
employment contracts, including share option schemes and other bonus arrangements;
• Regular budgeting and forecasting are performed to monitor the Company’s ongoing cash
requirements and management information is provided to the Board on a monthly basis;
• Due to the international nature of the business the Group holds bank accounts in the UK,
Australia and Chile and moves money between them to mitigate against foreign exchange rate
movement exposures. Foreign currency balances are maintained to meet expected
requirements; and
• The Company manages exploration risk of failure to find economic deposits by low cost early-
stage exploration techniques, with detailed analysis of results. Moving projects to more
expensive exploration techniques requires a rigorous review of results data prior to deciding
whether to proceed with further work.
Non-financial controls
The Board has ultimate responsibility for the Company’s system of internal control and for reviewing its
effectiveness. However, any such system of internal controls can provide only reasonable, but not
absolute, assurance against material misstatement or loss. The Board considers that the internal
controls in place are appropriate for the size, complexity and risk profile of the Company. The principal
elements of the Company’s internal control system include:
• Close management of the day-to-day activities of the Company by the Chief Executive Officer
and Chief Financial Officer;
• An organisational structure with defined levels of responsibility, which promotes
entrepreneurial decision-making and rapid implementation while minimising risks; and
• Central control over key areas such as capital expenditure authorisation and banking facilities.
GREAT SOUTHERN COPPER PLC
CORPORATE GOVERNANCE (CONTINUED)
YEAR ENDED 31 MARCH 2024
31
Non-financial controls (continued)
The Company will review at least annually the effectiveness of its system of internal control, whilst also
having regard to its size and the resources available. As part of the Company’s plans, it continues to
review a number of non-financial controls covering areas such as regulatory compliance, business
integrity, health and safety, and corporate social responsibility. All employees have been made aware
of their obligations under anti-bribery and corruption legislation.
Maintaining the Board as a well-functioning, balanced team led by the Chairman
The Board comprises the Non-Executive Chairman, two Executive Directors (CEO And CFO) and two
Non-Executive Directors. All Non-executive Directors are considered to be independent and have
extensive experience in the mining industry. The Chairman, Charles Bond, is a qualified lawyer, who
advises a large variety of mining companies, and the other two Non-Executives are a seasoned mining
financier (Stuart Greene) and a stockbroker for mining companies (Nick Briers) respectively. All
committed a substantial amount of their time to launching the Company on the London Stock Exchange,
have conducted a site visit and continue to contribute a significant amount of time to the Company's
operations.
The Board is satisfied that it has a suitable balance between independence on the one hand, and
knowledge of the Company and industry on the other, to enable it to discharge its duties and
responsibilities effectively. All Directors are encouraged to use their independent judgement and to
challenge all matters, whether strategic or operational.
The Chief Executive Officer is contracted to spend at least half of his time working for the Company,
and the Chief Financial Officer is contracted to provide three days a week of his time. In reality both
have contributed more time during and since the Company's listing, and as operations increase it is
expected that these positions will move to become full time, or alternative staffing arrangements will be
put in place. The Board aims to meet at least quarterly. The agenda is set by the Chairman in
consultation with the Chief Executive, with supporting information provided in a timely manner. The
standard agenda points include:
• Review of previous meeting minutes and actions arising there from;
• A report by the CEO covering all operational matters;
• A report from the CFO covering all financial matters;
• Any other business.
Directors’ conflict of interest
The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board
is aware of the other commitments and interests of its Directors, and changes to these commitments
and interests are reported to and, where appropriate, agreed with the rest of the Board. The Directors
have access to the Company’s brokers and its lawyers, and in particular used these advisers fully for
recent fundraises. The advisers do not typically provide materials for Board meetings except if
requested to do so for the purposes of discussing upcoming regulations and other issues. Directors and
Officers Liability insurance is maintained for all Directors.
GREAT SOUTHERN COPPER PLC
CORPORATE GOVERNANCE (CONTINUED)
YEAR ENDED 31 MARCH 2024
32
Directors’ conflict of interest (continued)
Board meetings
The table below sets out the attendance statistics for all current Board members to 31 March 2024:
Meetings Attended Meetings Held
Samuel Garrett 13 14
Martin Page 11 11
Stuart Greene 14 14
Nicholas Briers 14 14
Charles Bond 14 14
Directors’ experience, skills and capabilities
The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills
and experience, particularly so in the area of copper and gold exploration. The Chairman is a practising
lawyer specialising in the mining industry, whilst the other two non-executive directors maintain ongoing
skills at broking for the mining industry and financing mining projects respectively. The Board is
conscious of its current lack of gender balance and will in due course be seeking to address this with
an appropriate appointment insofar as one is available. All Directors receive regular and timely
information on the Company’s operational and financial performance. Relevant information is circulated
to the Directors in advance of meetings. Service contracts are available for inspection at the Company’s
registered office and at the Annual General Meeting (“AGM”). Where members of the Board are also
members of a professional body they maintain their membership and appropriate continued
professional development as appropriate to their roles, responsibilities and experience. Monitoring of
ongoing training needs are carried out by the remuneration committee.
New Directors will also be selected having regards to the Company’s needs for a balance of operational,
industry, legal and financial skills. Experience of the Mining industry and in particular the exploration
sector is important but not critical, as is experience of running a public company.
All Directors will retire by rotation at regular intervals in accordance with the Company’s Articles of
Association.
Appointment, removal and re-election of Directors
Policy for new appointments
Base salary levels will take into account market data for the relevant role, internal relativities, the
individual’s experience and their current base salary. Where an individual is recruited at below market
norms, they may be realigned over time (e.g., two to three years), subject to performance in the role.
Benefits will generally be in accordance with the approved policy.
Policy on payment for loss of office
Payment for loss of office would be determined by the Remuneration Committee, taking into account
contractual obligations.
Independent advice
All Directors are able to take independent professional advice in the furtherance of their duties, if
necessary, at the Company’s expense from lawyers, brokers and other professional advisers that they
deem relevant. In addition, the Directors have direct access to the advice and services of the Company
Secretary and Chief Financial Officer.
GREAT SOUTHERN COPPER PLC
CORPORATE GOVERNANCE (CONTINUED)
YEAR ENDED 31 MARCH 2024
33
Board performance based on clear and relevant objectives
Over the next 12 months the Board intends to continue to review the performance of the team as a unit
to ensure that the members of the Board collectively function in an efficient and productive manner.
Over the same period the Non-Executive Directors will continue to seek to set clear and relevant
objectives for the Chief Executive Officer and Chief Financial Officer, and for the Board as a whole.
A culture that is based on ethical values and behaviours
The Board aims to lead by example and do what is in the best interests of the Company. As it operates
in remote and under-developed areas, it ensures its employees understand their obligations towards
the environment and in respect of anti-bribery and corruption. The Company maintains governance
structures and committees that allow good decision-making by the Board. The Board will maintain this
focus by site visits to the projects in Chile.
Board programme
The Board aims to meet at least quarterly and as and when required. The Board sets direction for the
Company through a formal schedule of matters reserved for its decision. The Board receives
appropriate and timely information prior to each meeting; a formal agenda is produced for each meeting
and Board papers are distributed by the Chairman and Chief Executive several days before meetings
take place. Any Director may challenge Company proposals and decisions are taken democratically
after discussion. Any Director who feels that any concern remains unresolved after discussion may ask
for that concern to be noted in the minutes of the meeting, which are then circulated to all Directors.
Any specific actions arising from such meetings are agreed by the Board and are then followed up by
the Company’s management.
Roles of the Board, Chairman and Chief Executive Officer
The Board is responsible for the long-term success of the Company. There is a formal schedule of
matters reserved to the Board. It is responsible for overall Company strategy; approval of exploration
projects; approval of the annual and interim results; annual budgets; dividend policy; and Board
structure. It monitors the exposure to key business risks. There is a clear division of responsibility at
the head of the Company. The Chairman is responsible for running the business of the Board and for
ensuring appropriate strategic focus and direction.
The Chief Executive Officer is responsible for proposing the strategic focus to the Board, implementing
it once it has been approved and overseeing the management of the Company. Together with the Chief
Financial Officer and the Company’s in-country manager, he is responsible for establishing and
enforcing systems and controls, and liaison with external advisors, such as the Company’s technical
adviser, Dough Kirwin. He has responsibility for communicating with shareholders, assisted by other
members of the Board where relevant.
Board committees and Policies
Audit Committee
The Audit Committee has primary responsibility for monitoring the quality of internal controls and
ensuring that the financial performance of the Group is properly measured and reported on. It receives
and reviews reports from the Group’s management and auditors relating to the interim and annual
accounts and the accounting and internal control systems in use throughout the Group. The Audit
Committee is responsible for keeping under review the scope and results of the audit, its cost
effectiveness and the independence and objectivity of the auditors. It also has responsibility for public
reporting and internal controls, and arrangements whereby employees may raise matters of concern in
GREAT SOUTHERN COPPER PLC
CORPORATE GOVERNANCE (CONTINUED)
YEAR ENDED 31 MARCH 2024
34
Audit Committee (continued)
confidence. The Audit Committee, which met three times during the year, is chaired by Stuart Greene
and its other member is Nick Briers.
Remuneration Committee
The Remuneration Committee reviews the performance of the CEO and CFO and makes
recommendations to the Board on matters relating to their remuneration and terms of employment.
Under its terms of reference, it is required to meet at least once a year and is responsible for ensuring
that the executive Directors, officers and other key employees are fairly rewarded (which extends to all
aspects of remuneration) for their individual contribution to the overall performance of the Group. The
Remuneration Committee is chaired by Charles Bond and its other member is Nick Briers.
Share dealing policy
The Company has adopted a share dealing policy, which sets out the requirements and procedures for
dealings in any of its listed securities. The share dealing policy applies widely to all Directors of the
Company and its subsidiaries, certain employees and persons closely associated with them. The policy
complies with the Market Abuse Regulations, which came into effect on 10 July 2016 and was onshored
into UK law on 31 December 2020.
Dividend policy
The Board’s current intention is to retain any earnings for use in the Company’s operations and the
Directors do not anticipate declaring any dividends in the foreseeable future. The Company will only
pay dividends at such times (if any) and in such amounts (if any) as the Board determines appropriate
and to the extent that to do so is in accordance with all applicable laws.
Anti-bribery and corruption policy
The Company has adopted an Anti-Corruption and Bribery Policy. It applies to the Directors and all
employees of the Company. The Board believes that the Group, through its internal controls, has
appropriate procedures in place to reduce the risk of bribery and that all employees, agents, consultants
and associated persons are made fully aware of the Group’s policies and procedures with respect to
ethical behaviour, business conduct and transparency.
Health and safety
The safety of the Group’s employees and contractors is critical to its operations. The Company aims to
prevent all incidents and accidents at its operations and in a reasonably practicable manner and strives
to minimise hazards inherent in the working environment. The Company is committed to providing a
working environment that is conducive to good health and safety; complying with applicable legal
requirements; ensuring that appropriate resources, training and personal protective equipment are
provided to improve occupational health and safety; ensuring that employees and contractors have the
relevant skills to perform work-related tasks in a safe manner and that they are aware of their individual
health and safety obligations and rights.
Environmental policy
The Company undertakes its exploration activities in a manner that strives to minimise or eliminate
negative impacts and maximise positive impacts of an environmental or socio-economic nature. The
Company is committed to responsible stewardship of natural resources and the ecological environment.
GREAT SOUTHERN COPPER PLC
CORPORATE GOVERNANCE (CONTINUED)
YEAR ENDED 31 MARCH 2024
35
Environmental policy (continued)
The Company aims to continually improve its environmental performance and the prevention of
pollution, reduce or control the creation, emission or discharge of any type of pollutant or waste and to
reduce adverse environmental impacts; the integration of environmental management into
management practices throughout the company; rehabilitate disturbed land as much as possible and
protect environmental biodiversity; protect cultural heritage resources; comply with applicable legal
requirements; and train and educate employees in environmental responsibilities.
Social policy
The Company aims to minimise potential negative social impacts while promoting opportunities and
benefits for host communities.
The Company is committed to continually improving community development and community
investment programmes through monitoring, measuring and managing our social and economic
impacts; placing local people at the centre of development by helping to build their capacity to control
their own development. The Company has adopted a Social Media Policy to minimise the risks to the
Group’s business through use of social media.
The Company continues to communicate how it Is governed and is performing, by maintaining a
dialogue with shareholders and other relevant stakeholders.
The Company communicates with shareholders through the Annual Report and Accounts, full-year and
half-year results’ announcements, the Annual General Meeting (AGM) and one-to-one meetings with
large existing or potential new shareholders. The Company posts LSE announcements covering
operational and corporate matters. A range of corporate information (including all Company
announcements and a corporate presentation) is also available to shareholders, investors and the
public on the Company’s corporate website, www.gscplc.com.
Signed on behalf of the Board
Charles Bond
Chairman
25 July 2024
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GREAT SOUTHERN
COPPER PLC
36
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GREAT SOUTHERN COPPER PLC
Opinion
We have audited the financial statements of Great Southern Copper Plc (the ‘parent company’) and its
subsidiary (the ‘group’) for the year ended 31 March 2024 which comprise the Consolidated Statement
of Comprehensive Income, the Consolidated and Parent Company Statements of Financial Position, the
Consolidated and Parent Company Statements of Changes in Equity, the Consolidated and Parent
Company Statements 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 and as regards the parent company
financial statements, as applied in accordance with the provisions of the Companies Act 2006.
In our opinion:
• the group financial statements give a true and fair view of the state of the group’s and of the
parent company’s affairs as at 31 March 2024 and of the group’s loss for the year then ended;
• the group financial statements have been properly prepared in accordance with UK-adopted
international accounting standards;
• the parent company financial statements have been properly prepared in accordance with UK-
adopted international accounting standards and as applied in accordance with the provisions of
the Companies Act 2006; and
• the financial statements 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 note 2 in the financial statements, which indicates that further funding will be
required within 12 months following the date of approval of the financial statements in order to meet
working capital requirements and fund further exploration on the group’s projects. As stated in note 2,
these events or conditions indicate that a material uncertainty exists that may cast significant doubt on
the group’s and parent 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 director’s 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 group’s and parent company’s ability to continue to adopt the going concern basis of
accounting included:
• Reviewing the group’s budgets and cashflow projections which cover the period to 31 July 2025,
being 12 months from when the financial statements are authorised for issue;
• Challenging management’s judgements and estimates and assessing against post year end
performance by agreeing to supporting documentation, such as post year end bank statements
and post year end Regulatory News Service announcements;
• Substantiating the key assumptions and inputs to the projections and stress testing plausible
outcomes taking into consideration the financing in place. We also assessed whether the
cashflow projections were in line in with our understanding of the entity and management’s
strategic plans; and
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GREAT SOUTHERN
COPPER PLC (CONTINUED)
37
• Assessing the mathematical accuracy of the cashflow projections and reviewing the historical
accuracy of management’s projections against prior year actuals.
Our responsibilities and the responsibilities of the directors with respect to going concern are described
in the relevant sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. The quantitative and qualitative
thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit
procedures. The materiality applied to the group financial statements was £179,000 (2023: £134,000),
based on 5% (2023: 5%) of the net assets. Net assets were selected as the benchmark because the
intangible exploration assets are the primary assets of the business, and their development is the
principal activity of the group. The materiality applied to the parent company financial statements was
£142,000 (2023: £76,000) based on 5% (2023: 5%) of the net assets and capped below group materiality.
Net assets was selected as the benchmark for the parent company materiality as the significant balance
in the parent company financial statements is the investment in the subsidiary which owns and operates
the underlying exploration assets.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate
of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use
performance materiality in determining the scope of our audit and the nature and extent of our testing of
account balances, classes of transactions and disclosures. The performance materiality for the group
was £125,000 (2023: £93,800) and £99,000 (2023: £53,200) for the parent company, being 70% (2023:
70%) of materiality for the financial statements as a whole.
In determining performance materiality, we considered the following factors:
• Our cumulative knowledge of the group and its environment, including industry specific trends;
• The level of judgement required in respect of the key accounting estimates; and
• The level of misstatements in prior periods.
Component materiality for the parent company’s only subsidiary was set lower than our overall group
materiality at £126,000 (2023: £107,000), based on 5% (2023: 5%) of net assets, with a performance
materiality of £88,000 (2023: £74,900). Net assets were selected as the benchmark because intangible
exploration assets are the primary assets of the business.
We agreed with the audit committee that we would report all audit differences identified during the course
of our audit in excess of £8,900 (2023: £6,700) at group level, and £7,100 (2023: £3,800) for the parent
company, as well as differences below that threshold that, in our view, warranted reporting on qualitative
grounds.
Our approach to the audit
Our audit is risk based and is designed to focus our efforts on the areas at greatest risk of material
misstatement, aspects subject to significant management judgement as well as greatest complexity, risk
and size.
As part of designing our audit, we determined materiality, as above, and assessed the risk of material
misstatement in the financial statements. In particular, we looked at areas involving significant accounting
estimates and judgement by the directors and considered future events that are inherently uncertain.
These areas of estimate and judgement included:
• The recoverability of intangible assets and investments in subsidiary undertakings, as the future
exploration results are inherently uncertain; and
• The valuation of share based payments which were assessed as an area which involved
significant judgements by management.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GREAT SOUTHERN
COPPER PLC (CONTINUED)
38
We also addressed the risk of management override of internal controls, including among other matters
consideration of whether there was evidence of bias that represented a risk of material misstatement due
to fraud.
The accounting records of the parent company and the subsidiary undertaking are centrally located in
London and audited by us. Local auditors were engaged to report to us on specified procedures in relation
to the subsidiary, namely the compliance with Chilean laws and regulations and for local banking
confirmations.
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. In addition to the matter described in the Material uncertainty related to going
concern section we have determined the matters described below to be the key audit matters to be
communicated in our report.
Ke
y
Audit Matte
r
How our scope addressed this matte
r
Carrying value of the intangible exploration
assets
(
Note 11
)
The group has intangible assets in relation to
capitalised exploration costs in respect of the San
Lorenzo, Especularita and Monti Lithium projects
in Chile held within its subsidiary company,
Pacific Trends Resources Pty Limited (“PTRC”).
The exploration projects are at an early stage of
development and the assets are subject to
annual impairment reviews. The carrying value
and its recoverability is dependent on the future
commerciality of the underlying projects which is
inherently uncertain.
There is also a risk that the asset is overstated as
a result of additions being incorrectly capitalised
through not meeting the IFRS 6 Exploration for
and Evaluation of Mineral Resources recognition
criteria and that indicators of impairment exist as
at 31 March 2024, which have not been
considered by management in their assessment
of the carrying value of the assets.
Due to the size of the balance within the financial
statements and the level of management
estimation and judgement, the risk is considered
to be a key audit matter.
Our work in this area included:
• Validating ownership of project licenses to
documentation and obtaining
representation from local legal counsel.
• Reviewing documentation to ensure
option payments and minimum spend
commitments under the licenses have
been met;
• Testing the exploration costs capitalised
and agreeing these to supporting
documentation to ensure they are
capitalised in accordance with IFRS 6;
• Reviewing the concession listings in
comparison to prior years to assess for
any disposals in the year and appropriate
accounting of these;
• Critically assessing management’s
impairment review, and challenging their
review with consideration from both
internal and external indicators of
impairment under IFRS 6.
• Assessing the individual projects in
conjunction with the impairment indicators
under IFRS 6; and
• Ensuring appropriate disclosures in the
financial statements
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GREAT SOUTHERN
COPPER PLC (CONTINUED)
39
Based on the audit procedures performed,
management’s assessment and judgements in
relation to the carrying value of the intangible
assets appears reasonable.
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. Our opinion on the group and parent company 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 the 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 group and parent company and their 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, or returns adequate for our audit have not
been received from branches not visited by us; or
• the parent company 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 directors
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the
preparation of the group and parent company 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 group and parent company financial statements, the directors are responsible for
assessing the group and parent company’s ability to continue as a going concern, disclosing, as
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GREAT SOUTHERN
COPPER PLC (CONTINUED)
40
applicable, matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the group or parent 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 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 group and parent company and the sector in which they
operate to identify laws and regulations that could reasonably be expected to have a direct effect
on the financial statements. We obtained our understanding in this regard through discussions
with management, and our knowledge and experience of the mineral exploration sector.
• We determined the principal laws and regulations relevant to the group and parent company in
this regard to be those arising from the Companies Act 2006, the Listing Rules, the operating
terms set out in the exploration licences, as well as local laws and regulations in Chile.
• We designed our audit procedures to ensure the audit team considered whether there were any
indications of non-compliance by the group and parent company with those laws and regulations.
These procedures included, but were not limited to:
o conducting enquiries of management regarding potential instances of non-compliance;
o reviewing Regulatory News Service announcements;
o reviewing legal and professional fees ledger accounts;
o using local experts in Chile to report on the good standing of the subsidiary; and
o reviewing board minutes and other correspondence from management.
• We also identified the risks of material misstatement of the financial statements due to fraud. We
considered, in addition to the non-rebuttable presumption of a risk of fraud arising from
management override of controls, whether key management judgements could include
management bias. The potential for bias was identified in relation to the carrying value of the
exploration assets and we addressed this as outlined in the Key audit matters section. The
potential for management bias also existed in the carrying value of the parent company’s
investment in subsidiary and valuation of the share-based payments issued in the year. Audit
procedures were performed in this regard to assess management’s impairment assessment on
the subsidiary and recalculate the charge with reference to the underlying agreements,
respectively.
• As in all of our audits, we addressed the risk of fraud arising from management override of
controls by performing audit procedures which included, but were not limited to: the testing of
journals and reviewing accounting estimates for evidence of bias.
• Compliance with laws and regulations at the subsidiary level was ensured through enquiry of
management, communication with local auditor and review of local auditor’s work on the
specified procedures and correspondence for any instances of non-compliance.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities,
including those leading to a material misstatement in the financial statements or non-compliance with
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GREAT SOUTHERN
COPPER PLC (CONTINUED)
41
regulation. This risk increases the more that compliance with a law or regulation is removed from the
events and transactions reflected in the financial statements, as we will be less likely to become aware
of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud
rather than error, as fraud involves intentional concealment, forgery, collusion, omission or
misrepresentation.
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 audit committee on 9 September 2021 to audit the financial statements for the
period ended 31 March 2021 and subsequent financial periods. Our total uninterrupted period of
engagement is four years, covering the periods ending 31 March 2021 to 31 March 2024.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the
parent company and we remain independent of the group and parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
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.
Adam Humphreys (Senior Statutory Auditor) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 4HD
25 July 2024
GREAT SOUTHERN COPPER PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 31 MARCH 2024
The notes from pages 49 to 74 form part of these financial statements.
42
Note
Year ended
31 March
2024
£’000
Year ended
31 March
2023
£’000
Continuing operations
Administrative expenses 6 (1,759 ) (1,299 )
Operating loss
(1,759 ) (1,299 )
Loss before taxation
Taxation
9
(1,759 )
(1,299 )
Loss for the year attributable to the owners of the
Company
(1,759 )
(1,299 )
Other comprehensive income
Items that may be reclassified subsequently to
profit or loss:
Exchange rate differences on translation of foreign
operations
Total comprehensive loss attributable to the owners
of the Company
(1,758 )
(1,270 )
Pence Pence
Earnings per share – basic and diluted 10 (0.638 ) (0.610 )
GREAT SOUTHERN COPPER PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024
The notes from pages 49 to 74 form part of these financial statements.
43
Note
2024
£’000
2023
£’000
Assets
Non-current assets
Intangible assets 11 3,202 2,479
Property, plant and equipment 12 1 2
Total non-current assets 3,203 2,481
Current assets
Trade and other receivables 14 93 190
Cash and cash equivalents 15 503 654
Total current assets 596 844
Total assets 3,799 3,325
Liabilities
Current Liabilities
Trade and other payables 16 (204 ) (126 )
Total liabilities
(204 ) (126 )
Net current assets 392 718
Net assets 3,595 3,199
Equity
Share capital 18 3,435 2,133
Share premium
Share based payment reserve
20
19
Foreign currency translation reserve 20 6 5
Retained earnings 20 (4,004 ) (2,351 )
Total equity attributable to the owners of
the Company
These financial statements were approved by the Board of Directors and authorised for issue on 25
July 2024 and signed on its behalf by:
M Page
Chief Financial Officer
Company registered number: 12497319
GREAT SOUTHERN COPPER PLC
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024
The notes from pages 49 to 74 form part of these financial statements.
44
Note
2024
£’000
2023
£’000
Assets
Non-current assets
Investments
13
5,269
3,992
Total non-current assets 3,992
Current assets
Trade and other receivables 14 72 133
Cash and cash equivalents 15 492 651
Total current assets 564 784
Total assets 5,833 4,776
Liabilities
Current liabilities
Trade and other payables 16 (138) (104)
Total liabilities
(138) (104)
Net current assets 426 680
Net assets 5,695 4,672
Equity
Share capital 18 3,435 2,133
Share premium
Share based payments reserve
20
19
3,816
342
3,176
236
Retained earnings 20 (1,898) (873)
Total equity 5,695 4,672
The Company has taken advantage of the exemption under section 408 of the Companies Act 2006 by
choosing not to present its individual Statement of Comprehensive Income and related notes that form
part of these approved financial statements. The Company’s loss for the period from operations was
£1,131k (2023: £479k)
These financial statements were approved by the Board of Directors and authorised for issue on 25
July 2024 and signed on its behalf by:
M Page
Chief Financial Officer
Company registered number: 12497319
GREAT SOUTHERN COPPER PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 31 MARCH 2024
45
Share
capital
£’000
Share
premium
£’000
Share
based
payments
£’000
Foreign
currency
translation
reserve
£’000
Retained
earnings
£’000
Total Equity
£’000
As at 1 April 2022 2,131 3,176 140 (24 ) (1,072 ) 4,351
Loss for the year - - - - (1,299 ) (1,299 )
Exchange rate differences on
translation of foreign operations
Total comprehensive income for the
year
Transactions with shareholders:
Issue of share capital, net of issue
costs
Share based payments - - 118 - - 118
As at 31 March 2023 2,133 3,176 236 5 (2,351 ) 3,199
Loss for the year - - - - (1,759 ) (1,759 )
Exchange rate differences on
translation of foreign operations
Total comprehensive income for the
year
Transactions with shareholders:
Issue of share capital, net of issue
costs (note 18)
Share based payments - - 212 - - 212
Cancellation of share options - - (106 ) - 106 -
As at 31 March 2024 3,435 3,816 342 6 (4,004 ) 3,595
GREAT SOUTHERN COPPER PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 31 MARCH 2024
46
Share
capital
£’000
Share
premium
£’000
Share Based
payments
£’000
Retained
earnings
£’000
Total
equity
£’000
As at 1 April 2022 2,131 3,176 140 (414) 5,033
Loss for the year - - - (479) (479)
Total comprehensive income for the year - - - (479) (479)
Transactions with shareholders:
Issue of shares, net of issue costs 2 - (22) 20 -
Share based payments - - 118 - 118
As at 31 March 2023 2,133 3,176 236 (873) 4,672
Loss for the year - - - (1,131) (1,131)
Total comprehensive income for the year - - - (1,131) (1,131)
Transactions with shareholders:
Issue of shares, net of issue costs (note 18) 1,302 640 - - 1,942
Share based payments - - 212 - 212
Cancellation of share options - - (106) 106 -
As at 31 March 2024 3,435 3,816 342 (1,898) 5,695
GREAT SOUTHERN COPPER PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED 31 MARCH 2024
47
Significant non-cash transactions from investing and financing activities are as follows:
Year ended
31 March
2024
£’000
Year ended
31 March
2023
£’000
Cash flows from operating activities
Loss for the year (1,759 ) (1,299 )
Adjustments for:
Share based payments 212 89
Depreciation 1 1
Remuneration settled through issue of shares 68 29
Net foreign exchange losses 57 -
Working capital adjustments
Decrease in trade and other receivables 73 148
Increase/(decrease) in trade and other
payables
Net cash outflow from operations (1,270 ) (1,211 )
Cash flows from investing activities
Purchase of intangible assets (759 ) (924 )
Purchase of plant, property and equipment - (2 )
Net cash used in investing activities (759 ) (926 )
Cash flows from financing activities
Issue of ordinary share capital, net of issue
costs
Proceeds from convertible loan note 501 -
Net cash generated from financing
activities
Net decrease in cash and cash equivalents (152 ) (2,137 )
Exchange gains on cash and cash equivalents 1 39
Cash and cash equivalents brought forward 654 2,752
Cash and cash equivalents carried forward 503 654
2024
£’000
2023
£’000
Share option charge
Remuneration settled through issue of shares
Shares issued to redeem convertible loan note 501 -
Issuance of shares in lieu of option payment 20 -
GREAT SOUTHERN COPPER PLC
COMPANY STATEMENT OF CASH FLOWS
YEAR ENDED 31 MARCH 2024
48
Significant non-cash transactions from investing and financing activities are as follows:
Year ended
31 March
2024
£’000
Year ended
31 March
2023
£’000
Net cash flows from operating activities
Loss for the year (1,131) (479)
Adjustments for:
Share based payments 212 89
Remuneration settled through issue of shares 68 29
Working capital adjustments
Increase in long term receivables (1,257) (1,350)
Decrease in trade and other receivables 37 129
Increase/(decrease) in trade and other payables 35 (92)
Net cash used in operations (2,036) (1,674)
Cash flows from financing activities
Issue of ordinary share capital, net of issue costs 1,376 -
Proceeds from convertible loan note 501 -
Net cash generated from financing activities 1,877 -
Net decrease in cash and cash equivalents (159) (1,674)
Cash and cash equivalents brought forward 651 2,325
Cash and cash equivalents carried forward 492 651
2024
£’000
2023
£’000
Share option charge
Remuneration settled through issue of shares
212
68
89
29
Shares issued to redeem convertible loan note 501 -
Issuance of shares in lieu of option payment 20 -
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2024
49
1. General Information
Great Southern Copper plc ('the Company') and its subsidiaries (together 'the Group') principal activity is
currently focused upon the exploration for copper and gold in Chile. Further detail is covered in the
Chairman’s Statement and also in the Operations Report.
The Company is a public limited Company , which is listed on the London Stock Exchange and incorporated
and domiciled in England and Wales Salisbury House, London Wall,
2. Basis of Preparation
The consolidated Group financial statements and Company financial statements have been prepared in
accordance with United Kingdom (“UK”) adopted International Accounting Standards (‘IFRS’) and those
parts of the Companies Act 2006 applicable to companies reporting under IFRS. The consolidated Group
financial statements and Company financial statements are presented in Sterling and rounded to the
nearest thousand pound unless otherwise indicated. The financial statements are prepared on the historical
cost basis, except for certain financial instruments and share-based payments that have been measured
at fair value. The financial statements are presented in £ Sterling and rounded to the nearest £’000 unless
otherwise stated.
Going Concern Basis
In common with many other mineral exploration companies, the Group has raised equity and debt finance
for its exploration activities. The Board recognises that further finance will need to be raised as and when
required to progress its exploration projects and add shareholder value. The Board also acknowledges that
previous success in raising funds does not necessarily provide any guarantee that the Group will be able
to do so in the future.
As at 31 March 2024, the Group’s cash at bank amounted to £503k; at the date of signing this report, the
balance of cash and committed funds amounted to £1,005k.
The Board has reviewed the Group’s cash flow forecast up to 31 July 2025 and are aware that additional
funds will need to be sourced in order to continue to advance its exploration activities and continue as a
going concern for a period of at least 12 months from the approval of these financial statements. The
Directors are confident that they will be able to secure the necessary funding in order to enable the Group
to continue to advance its projects, however he requirement for further uncommitted fundings casts
significant doubt over the Group’s ability to continue as a going concern. The auditors have acknowledged
this going concern uncertainty in their unqualified audit report
The Board continues to closely monitor its cash position, allocate funds in line with its detailed budget and
maintain a strict control over non-project spend. The Directors remain confident in the Company’s ability
to raise additional funds as required, from existing and/or new investors and therefore consider it
appropriate to continue to adopt the going concern basis of accounting in preparing these financial
statements.
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
50
3. Accounting Policies
The principal accounting policies adopted are set out below.
Basis of Consolidation
The consolidated financial statements incorporate the assets, liabilities, income and expenses of the
Company and entity controlled by the Company (its subsidiary) made up to the Company’s accounting
reference date. Control is achieved when the Company has the power over the investee, is exposed or has
rights to variable return from its involvement with the investee and has the ability to use its power to affect
its returns. The Company reassesses whether or not it controls an investee if facts and circumstances
indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases
when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or
disposed of during the period are included in the consolidated income statement from the date that the
Company gains control until the date when the Company ceases to control the subsidiary.
Where necessary, adjustments are made to the financial statements of a subsidiary to bring the accounting
policies used into line with the Group’s accounting policies. All intra group assets and liabilities, equity,
income, expenses and cash flows, relating to transactions between the members of the Group, are
eliminated on consolidation.
The results of overseas subsidiaries are translated at the monthly average rates of exchange during the
period and their statements of financial position at the rates ruling at the reporting date. Exchange
differences arising on translation of the opening net assets and on foreign currency borrowings or deferred
consideration, to the extent that they hedge the Group's investment in such subsidiaries, are reported in
the statement of comprehensive income. The financial statements of the subsidiary are drawn up to 31
December, with management information utilised to take this out to 31 March in line with the reporting
period of the Group.
Currencies
Presentational Currency
Items included in the financial statements are measured using the currency of the primary economic
environment in which the ultimate parent undertaking operates which is Sterling (£). The functional currency
of the only subsidiary of the Group is the United States Dollar ($).
Transactions and Balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions or at an average rate for a period if the rates do not fluctuate
significantly. Foreign exchange gains and losses, resulting from the settlement of such transactions and
from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign
currencies, are recognised in the income statement. Non-monetary items that are measured in terms of
historical cost in a foreign currency are not retranslated.
Revenue Recognition
Revenue is recognised in the individual company financial statements in respect of management fees
charged to the subsidiary company. Revenue is recognised in respect of the period that the service has
been completed.
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
51
3. Accounting Policies (continued)
Intangible Assets – Exploration and Evaluation Expenditure
Mineral exploration and evaluation expenditure relates to costs incurred in the exploration and evaluation
of potential mineral resources and includes exploration and mineral licences, researching and analysing
historical exploration data, exploratory drilling, trenching, sampling and the costs of pre-feasibility studies.
Exploration and evaluation expenditure for each area of interest, other than that acquired from another
entity, is charged to profit or loss as incurred except when the expenditure is expected to be recouped from
future exploitation or sale of the area of interest and it is planned to continue with active and significant
operations in relation to the area, or at the reporting period end, the activity has not reached a stage which
permits a reasonable assessment of the existence of commercially recoverable reserves, in which case the
expenditure is capitalised. Purchased exploration and evaluation assets are recognised at their fair value
at acquisition. As the capitalised exploration and evaluation expenditure asset is not available for use, it is
not depreciated.
Exploration and evaluation assets have an indefinite useful life and are assessed for impairment when facts
and circumstances may suggest an impairment and circumstances suggest that the carrying amount of an
asset may exceed its recoverable amount. The assessment is carried out by allocating exploration and
evaluation assets to cash generating units, which are based on specific projects or geographical areas.
IFRS 6 permits impairments of exploration and evaluation expenditure to be reversed should the conditions
which led to the impairment improve. The Group continually monitors the position of the projects capitalised
and impaired.
Whenever the exploration for and evaluation of mineral resources in cash generating units does not lead
to the discovery of commercially viable quantities of mineral resources and the Group has decided to
discontinue such activities of that unit, the associated expenditures are written off to profit or loss.
Income Tax
The tax expense or credit represents the sum of the tax currently payable or recoverable and the movement
in deferred tax assets and liabilities.
Current Income Tax
Current tax is based upon taxable income for the year and any adjustment to tax from previous years.
Taxable income differs from net income in the income statement because it excludes items of income or
expense that are taxable or deductible in other years or that are never taxable or deductible. The calculation
uses the latest tax rates for the year that have been enacted or substantively enacted by the reporting date.
Deferred Tax
Deferred tax is calculated at the latest tax rates that have been substantively enacted by the reporting date
that are expected to apply when settled. It is charged or credited to profit or loss, except when it relates to
items credited or charged directly to equity, in which case it is also dealt with in equity.
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 income and is accounted for using the liability method. Deferred tax liabilities and assets are not
discounted.
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
52
3. Accounting Policies (continued)
Deferred Tax
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 income will be available against which the asset
can be utilised. Such assets are reduced to the extent that it is no longer probable that the asset can be
utilised.
Deferred tax assets and liabilities are offset when there is a right to offset current tax assets and liabilities
and when the deferred tax assets and liabilities relate to taxes levied by the same taxation authority, on
either the same taxable entity or different taxable entities, where there is an intention to settle the balances
on a net basis.
Payroll Expense and Related Contributions
The Group provides a range of benefits to employees, including annual bonus arrangements, paid holiday
arrangements and defined contribution pension plans.
Short-term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an
expense in the period in which the service is received.
Pension Costs
The Group operates a defined contribution pension scheme for employees. The annual contributions
payable are charged to profit or loss.
Share-Based Compensation
The Group issues share-based payments to certain employees and Directors. Equity-settled share-based
payments are measured at fair value at the date of grant and expensed on a straight-line basis over the
vesting period, along with a corresponding increase in equity. The Group has measured share based
payments using the Black Scholes and Monte Carlo option (note 19) models.
At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest
as a result of the effect of non-market based vesting conditions. The impact of any revision is recognised
in profit or loss, with a corresponding adjustment to equity reserves.
The fair values of share options are determined using the Monte Carlo and Black Scholes models, taking
into consideration the best estimate of the expected life of the option and the estimated number of shares
that will eventually vest.
Financial Instruments
Financial assets and financial liabilities are recognised in the Statement of Financial Position when the
Group becomes party to the contractual provisions of the instrument. Financial assets are
derecognised when the contractual rights to the cash flows from the financial asset expire or when the
contractual rights to those assets are transferred. Financial liabilities are derecognised when the obligation
specified in the contract is discharged, cancelled or expired.
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
53
3. Accounting Policies (continued)
Impairment of Financial Instruments
The Group recognises an allowance for expected credit losses (‘ECLs’) for all debt instruments not held at
fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due
in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an
approximation of the original effective interest rate (‘EIR’). The expected cash flows will include cash flows
from the sale of collateral held or other credit enhancements that are integral to the contractual terms
IFRS 9.5.5.1 ECLs are recognised in two stages. For credit exposures for which there has not been a
significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures
for which there has been a significant increase in credit risk since initial recognition, a loss allowance is
required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the
default (a lifetime ECL).
The Group considers a financial asset in default when contractual payments are 90 days past due.
However, in certain cases, the Group may also consider a financial asset to be in default when internal or
external information indicates that the Group is unlikely to receive the outstanding contractual amounts in
full before taking into account any credit enhancements held by the Group. A financial asset is written off
when there is no reasonable expectation of recovering the contractual cash flows and usually occurs when
past due for more than one year and not subject to enforcement activity.
At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit
impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on
the estimated future cash flows of the financial asset have occurred.
Property Plant and Equipment
Property, plant and equipment are stated at cost net of accumulated depreciation and accumulated
impairment losses. Cost comprises purchase cost together with any incidental costs of acquisition.
Depreciation is provided to write down the cost less the estimated residual value of all tangible fixed assets
by equal instalments over their estimated useful economic lives on a straight-line basis. The following rates
are applied.
Computer equipment 3 years straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale
proceeds and the carrying value of the asset and is credited or charged to profit or loss.
Trade and Other Receivables
Trade and other receivables, and amounts owed by Group undertakings, are classified at amortised cost
and recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method (except for short-term receivables where interest is immaterial) less provisions for
impairment. These assets are held to collect contractual cash flows being solely the payments of the
principal amount and interest. Provisions for impairment of trade receivables are recognised for expected
lifetime credit losses using the simplified approach. Impairment reviews of other receivables, including
those due from related parties, use the general approach whereby twelve month expected losses are
provided for and lifetime credit losses are only recognised where there has been a significant increase in
credit risk, by monitoring the creditworthiness of the other party.
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
54
3. Accounting Policies (continued)
Cash and Cash Equivalents
Cash and cash equivalents are held at amortised cost and consist of cash on hand, demand deposits and
other short-term highly liquid investments that are readily convertible to a known amount of cash and are
subject to an insignificant risk of changes in value. Further details are given in note 15.
Trade and Other Payables
Trade and other payables are initially measured at their fair value and are subsequently measured at their
amortised cost using the effective interest rate method. This method allocates interest expense over the
relevant period by applying the ‘effective interest rate’ to the carrying amount of the liability.
Classification As Debt Or Equity
Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in
accordance with the substance of the contractual arrangements and the definitions of a financial liability
and an equity instrument.
Equity Instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds
received, net of direct issue costs.
Convertible loan notes
The convertible loan note issued during the year is considered to be a compound financial instrument
comprising a financial liability (loan) and an embedded derivative (equity). At the date of issue both
elements were included in the balance sheet as liabilities and held at fair value as the equity element was
considered immaterial. The fair value of the loan element was estimated using the prevailing market interest
rate for similar non convertible debt. Subsequently the loan element was accounted for at amortised cost.
On conversion of the loan note to equity, the difference between the nominal value of the equity issued and
the contracted conversion price was credited to the share premium account
Accounting Developments
There have been no new standards, amendments and interpretations adopted in the preparation of the
financial statements.The Group does not expect any standards issued by the IASB, but not yet effective,
to have a material impact on the Group.
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
55
4. Critical Accounting Estimates and Judgements
The preparation of these financial statements requires management to make judgements and estimates
that affect the reported amounts of assets and liabilities at each reporting date and the reported results.
Actual results could differ from these estimates. Information about such judgements and estimations is
contained in individual accounting policies.
Accounting Estimates and Judgements
The key accounting estimates and judgements used in the preparation of the financial statements are as
follows:
Recognition and Valuation of Exploration Assets
Exploration and evaluation assets include mineral rights and exploration and evaluation costs, including
geophysical, topographical, geological and similar types of costs. Exploration and evaluation costs are
capitalised if management concludes that future economic benefits are likely to be realised and determines
that economically viable extraction operation can be established as a result of exploration activities and
internal assessment of mineral resources. According to 'IFRS 6 Exploration for and evaluation of mineral
resources', the potential indicators of impairment include: management's plans to discontinue the
exploration activities, lack of further substantial exploration expenditure planned, expiry of exploration
licences in the period or in the nearest future, or existence of other data indicating the expenditure
capitalised is not recoverable. At the end of each reporting period, management assesses whether such
indicators exist for the exploration and evaluation assets capitalised, which requires significant judgement.
As of 31 March 2024 total exploration and evaluation costs capitalised amounted to £3,202,080 (2023:
£2,478,738). Refer to note 11 for more information.
Carrying Value of Investments in Subsidiary Undertakings
Management must consider the carrying value of investments in subsidiary companies based on the
ongoing performance of said company. The nature of the judgement will impact whether or not there is
deemed to be any indicators of impairment, which could materially impact the carrying value of those
investments. The key driver of the assessment is linked to the impairment review carried out in respect of
exploration assets. The impairment review is carried out under IAS 36 – Impairment of assets and assesses
impairment indicators such as market value declines, negative changes in the industry and obsolescence
of the underlying assets. At 31 March 2024, the carrying value amounted to £5,269,417 (2023: £3,992,000).
Refer to note 13 for more information.
Share Based Payments
The Group measures the cost of equity-settled transactions with employees by reference to the fair value
of the equity instruments at the date at which they are granted. The fair value is determined by using either
the Monte Carlo or Black-Scholes model taking into account the terms and conditions upon which the
instruments were granted, see note 19 for further details.
5. Operating Segments
Operating segments are reported in a manner that is consistent with the internal reporting provided to the
chief operating decision maker. The chief operating decision maker has been identified as the Board. The
Board is responsible for allocating resources and assessing performance of operating segments.
The Group has two reportable segments, exploration and corporate, which are the Group’s strategic
divisions. For each of the strategic divisions the Board reviews internal management reports on a regular
basis.
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
56
5. Operating Segments (continued)
The Group’s reportable segments are:
Exploration: the exploration segment is presented as an aggregate of all Chile licences held. Expenditure
on exploration activities for each licence is used to measure agreed upon expenditure targets for each
licence to ensure the licence clauses are met.
Corporate: the corporate segment includes the holding company costs in respect of managing the Group.
Segment result:
| 2024 | ||
| £’000 | ||
| 2023 | ||
| £’000 | ||
| Exploration - Chile | ||
| Corporate - UK | ||
| (628) | ||
| (1,131) | ||
| (820) | ||
| (478) | ||
| Loss before tax | (1,759) | (1,299) |
| Taxation | - | - |
| Loss after tax | (1,759) | (1,299) |
Segment assets and liabilities:
| Non current assets | 2024 | |
| £’000 | ||
| 2023 | ||
| £’000 | ||
| Exploration - Chile | ||
| Corporate - UK | ||
| 3,202 | ||
| - | ||
| 2,481 | ||
| - | ||
| Total | 3,202 | 2,481 |
| Total assets | ||
| 2024 | ||
| £’000 | ||
| 2023 | ||
| £’000 | ||
| Exploration - Chile | ||
| Corporate - UK | ||
| 3,234 | ||
| 565 | ||
| 2,541 | ||
| 784 | ||
| Total | 3,799 | 3,325 |
| Total liabilities | 2024 | |
| £’000 | ||
| 2023 | ||
| £’000 | ||
| Exploration - Chile | ||
| Corporate - UK | ||
| (64) | ||
| (140) | ||
| (21) | ||
| (105) | ||
| Total | (204) | (126) |
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
57
6. Operating Expenses
| 2024 | ||
| £ | ||
| 2023 | ||
| £ | ||
| Staff costs (including share based payments) | 700 | 494 |
| Foreign exchange loss/(gain) | 68 | (27) |
| Auditor’s remuneration | 80 | 63 |
| Travel expenses | 90 | 46 |
| Legal, professional & consultancy fees | 250 | 231 |
| Insurance | 36 | 32 |
| Subcontracted labour | 252 | 202 |
| Other administrative expenses | 283 | 257 |
| Total | 1,759 | 1,299 |
As per the accounting policy disclosed in note 3 the Group has made the policy choice to only capitalise
specific identifiable exploration costs as an intangible asset. Related administration and contractor costs
(including staff and labour costs) are expensed as incurred.
7. Auditor’s Remuneration
| 2024 | ||
| £’000 | ||
| 2023 | ||
| £’000 | ||
| Fees payable to the Company’s auditor for the audit of the parent | ||
| and consolidated annual accounts | ||
| 55 | ||
| 60 | ||
| Total audit fees | 55 | 60 |
| Audit-related assurance services | 35 | 3 |
| Total non-audit fees | 35 | 3 |
8. Employee Numbers and Costs
The average monthly number of people employed was:
| Group | Company | |||
| 2024 | 2023 | 2024 | 2023 | |
| Number | Number | Number | Number | |
| Average number of employees: | ||||
| Directors | 5 | 4 | 5 | 4 |
| Administrative staff | 5 | 5 | - | 1 |
| Total | 10 | 9 | 5 | 5 |
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
58
8. Employee Numbers and Costs (continued)
The aggregate remuneration of all employees, including Directors, comprises:
| Group | Company | |||
| 2024 | ||||
| £’000 | ||||
| 2023 | ||||
| £’000 | ||||
| 2024 | ||||
| £’000 | ||||
| 2023 | ||||
| £’000 | ||||
| Wages and salaries | 451 | 341 | 324 | 243 |
| Social security costs | 23 | 22 | 13 | 14 |
| Other pension costs | 14 | 13 | 14 | 13 |
| Share based payments | 212 | 118 | 219 | 118 |
| Total | 700 | 494 | 570 | 388 |
Details of Directors’ remuneration and pension entitlements are disclosed in the Remuneration Report on
page 16. Please refer to the Directors Remuneration report and related party note (note 21) for additional
disclosure relating to key management personnel.
The aggregate amount of gains made by Directors on the exercise of share options was £Nil (2023: £Nil).
9. Taxation
| 2024 | ||
| £’000 | ||
| 2023 | ||
| £’000 | ||
| Current tax | ||
| Current period – UK corporation tax | - | - |
| Adjustments in respect of prior periods | - | - |
| Foreign current tax expense | - | - |
| Total current tax | - | - |
| Deferred tax | ||
| Origination and reversal of temporary differences | - | - |
| Adjustments in respect of prior periods | - | - |
| Impact of change in tax rate | - | - |
| Total deferred tax | - | - |
| Total tax charge | - | - |
The standard rate of tax applied to reported profit on ordinary activities is 25% (2023: 19%). The Finance
Act 2021, which was substantively enacted on 24 May 2021, created a 25% main rate, 19% small profits
rate and a marginal rate which is effective from 1 April 2024.
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
59
9. Taxation (continued)
The tax charge for the year can be reconciled to the loss per the income statement as follows:
| 2024 | ||
| £’000 | ||
| 2023 | ||
| £’000 | ||
| Loss before tax | (1,759) | (1,299) |
| Tax charge at 25.0 % (2023: 19.0%) | (440) | (247) |
| Expenses not deductible for tax | 56 | 19 |
| Remeasurement of deferred tax for changes in tax rates | - | (23) |
| Adjustments to losses | - | 1 |
| Difference in overseas tax rates | - | (49) |
| Movement in deferred tax not recognised | 384 | 299 |
| Total tax expense | - | - |
Deferred tax in relation to carried forward losses is not recognised as there is deemed to be uncertainty
over when they will be recoverable.
The Company has tax losses of £1,344,970 (2023: £449,169) carried forward. The Group has tax losses
of £3,344,205 (2023: £1,809,391) carried forward.
10. Earnings Per Share
Basic earnings per share is calculated by dividing the net income for the period attributable to ordinary
equity holders by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share amounts are calculated by dividing the profit attributable to owners of the parent
by the weighted average number of ordinary shares in issue during the financial year, adjusted for the
effects of potentially dilutive options. The dilutive effect is calculated on the full exercise of all potentially
dilutive ordinary share options granted by the Group, including performance-based options which the Group
considers to have been earned
The calculations of earnings per share are based upon the following:
| 2024 | ||
| £’000 | ||
| 2023 | ||
| £’000 | ||
| Loss for the year | (1,759) | (1,299) |
| Number | Number | |
| Weighted average number of shares in issue | 275,726,884 | 212,819,244 |
| Weighted average number of shares – basic | 275,726,884 | 212,819,244 |
| Share options | 154,531,593 | 160,030,082 |
| Weighted average number of shares – diluted | 430,258,477 | 372,849,326 |
| Pence | Pence | |
| Earnings per share – basic | (0.638) | (0.610) |
| Earnings per share – diluted | (0.638) | (0.610) |
In accordance with IAS 33, basic and diluted earnings per share are identical for the Group as the effect of
the exercise of the share options would be to decrease the loss per share.
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
60
11. Intangible Assets
| Group | |
| Exploration | |
| assets | |
| Cost | |
| £’000 | |
| As at 1 April 2022 | 1,489 |
| Additions | 924 |
| Exchange difference | 66 |
| As at 1 April 2023 | 2,479 |
| Additions | 779 |
| Exchange difference | (56) |
| As at 31 March 2024 | 3,202 |
| Accumulated Amortisation | |
| As at 1 April 2022 | - |
| Charge for the period | - |
| As at 1 April 2023 | - |
| Charge for the year | - |
| As at 31 March 2024 | - |
| Carrying Amount: | |
| As at 31 March 2024 | 3,202 |
| As at 31 March 2023 | 2,479 |
Exploration projects in Chile are at an early stage of development and there are no JORC (Joint Ore
Reserves Committee) or non-JORC compliant resource estimates available to enable value in use
calculations to be prepared.
In accordance with IFRS 6, the Directors undertook an assessment of the following areas and
circumstances which could indicate the existence of impairment:
• The Group's right to explore in an area has expired, or will expire in the near future without renewal.
• No further exploration or evaluation is planned or budgeted for.
• A decision has been taken by the Board to discontinue exploration and evaluation in an area due to
the absence of a commercial level of reserves.
• Sufficient data exists to indicate that the book value may not be fully recovered from future
development and production.
Following the year end the Group dropped a number of non-core concession areas, none of which has
had any material expenditure from historic drilling or exploration campaigns.
Following their assessment, the Directors concluded that no impairment charge was necessary for the
year ended 31 March 2024 (2023: £Nil).
The Company had no intangible assets at 31 March 2024 or 31 March 2023.
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
61
12. Property, Plant and Equipment
| Group | |
| Computer | |
| equipment | |
| Cost | |
| £’000 | |
| As at 1 April 2022 | - |
| Additions | 2 |
| Exchange difference | - |
| As at 1 April 2023 | 2 |
| Additions | - |
| Exchange difference | - |
| As at 31 March 2024 | 2 |
| Accumulated Depreciation | |
| As at 1 April 2022 | - |
| Charge for the period | - |
| As at 1 April 2023 | - |
| Charge for the year | (1) |
| Exchange difference | - |
| As at 31 March 2024 | (1) |
| Carrying Amount: | |
| As at 31 March 2024 | 1 |
| As at 31 March 2023 | 2 |
The Company had no plant, property and equipment at 31 March 2024 or 31 March 2023.
13. Investments
| Company | Amounts owed | ||
| by subsidiary | |||
| £’000 | |||
| Shares in group | |||
| undertakings | |||
| £’000 | |||
| Total | |||
| £’000 | |||
| At 1 April 2023 | 2,770 | 1,222 | 3,992 |
| Additions | 1,277 | - | 1,277 |
| Carrying value at end of the year | 4,047 | 1,222 | 5,269 |
At 31 March 2024 the Company owned the following subsidiary:
| Registered | ||||
| Office | ||||
| Holding | Proportion of | |||
| Voting Rights | ||||
| and Shares | ||||
| Held | ||||
| Nature of | ||||
| Business | ||||
| Pacific Trends Resources Chile | ||||
| SpA | 1 | |||
| Ordinary | ||||
| Shares | 100% | |||
| Mining and | ||||
| exploration |
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
62
13. Investments (continued)
1. Avenue El Bosque Central No. 92, 7th floor, Borough of Las Condes, Metropolitan Region
The credit risk of related parties is estimated based on the expected recoverable amount, taking into
account the creditworthiness of the other party. Any expected credit loss is calculated based on the general
approach as set out in IFRS 9. The Directors have determined that there has not been an increased credit
risk within the year and no impairment charge has been recognised against these balances.
Amounts owed by group undertakings are interest free and are due on demand. The recoverability of this
debt is dependent upon the liquidity of the subsidiary’s intangible assets. More details can be found in note
11.
14. Trade and Other Receivables
| Group | ||
| 2024 | ||
| £’000 | ||
| 2023 | ||
| £’000 | ||
| Other receivables | 8 | 50 |
| Prepayments | 85 | 140 |
| 93 | 190 |
| Company | ||
| 2024 | ||
| £’000 | ||
| 2023 | ||
| £’000 | ||
| Other receivables | 8 | 34 |
| Prepayments | 64 | 99 |
| 72 | 133 |
Other receivables consist of amounts owed in respect of shares subscribed for as part of the IPO, as well
as amounts due in respect of VAT.
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
63
15. Cash and Cash Equivalents
| Group | ||
| 2024 | ||
| £’000 | ||
| 2023 | ||
| £’000 | ||
| Cash at bank | 503 | |
| 654 |
| Company | ||
| 2024 | ||
| £’000 | ||
| 2023 | ||
| £’000 | ||
| Cash at bank | 492 | |
| 651 |
Banking facilities utilised by the Group are rated as follows:
• Bendigo and Adelaide Bank A- (Fitch)
• Revolut No rating available
• Banco Security BBB (Fitch)
Cash was held in the following currencies:
| Group | ||
| 2024 | ||
| £’000 | ||
| 2023 | ||
| £’000 | ||
| GBP Sterling | 421 | 33 |
| US Dollars | 11 | 592 |
| Australian Dollars | 62 | 25 |
| Chilean Peso | 9 | 4 |
| 503 | 654 |
16. Trade and Other Payables
| Group | ||
| 2024 | ||
| £’000 | ||
| 2023 | ||
| £’000 | ||
| Other payables | 136 | 55 |
| Accruals | 68 | 71 |
| 204 | 126 |
Other payables principally consist of amounts outstanding for trade purchases and ongoing costs. They are
non-interest bearing and are typically settled on 30 to 60 day terms.
The Directors consider that the carrying value of trade and other payables approximates their fair value.
Trade and other payables are denominated in Sterling. Great Southern Copper plc has financial risk
management policies in place to ensure that all payables are paid within the credit time frame and no
interest has been charged by any suppliers as a result of late payment of invoices during the period.
| Company | ||
| 2024 | ||
| £’000 | ||
| 2023 | ||
| £’000 | ||
| Other payables | 70 | 34 |
| Accruals | 68 | 70 |
| 138 | 104 |
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
64
17. Financial Instruments
Principal Financial Instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are as
follows:
Financial Assets
The Group held the following financial assets at amortised cost:
| Group | ||
| 2024 | ||
| £’000 | ||
| 2023 | ||
| £’000 | ||
| Cash and cash equivalents | ||
| Other receivables (excluding VAT and prepayment) | ||
| 503 | ||
| - | ||
| 654 | ||
| 42 | ||
| 503 | 696 |
Financial Liabilities
The Group held the following financial liabilities, classified as other financial liabilities at amortised cost:
| Group | ||
| 2024 | ||
| £’000 | ||
| 2023 | ||
| £’000 | ||
| Other payables and accruals | 204 | 125 |
| 204 | 125 |
Financial Assets
The Company held the following financial assets at amortised cost:
| Company | ||
| 2024 | ||
| £’000 | ||
| 2023 | ||
| £’000 | ||
| Cash and cash equivalents | 492 | 651 |
| Other receivables (excluding VAT and prepayments) | - | 26 |
| 492 | 677 |
Financial Liabilities
The Company held the following financial liabilities, classified as other financial liabilities at amortised
cost:
| Company | ||
| 2024 | ||
| £’000 | ||
| 2023 | ||
| £’000 | ||
| Other payables and accruals | 138 | 104 |
| 138 | 104 |
The Group’s activities expose it to certain financial risks: market risk, credit risk and liquidity risk. The overall
risk management programme focuses upon the unpredictability of financial markets and seeks to minimise
potential adverse effects on the Group’s financial performance. Risk management is carried out by the
Directors, who identify and evaluate financial risks in close cooperation with key members of staff.
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
65
17. Financial Instruments (continued)
Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates and
foreign exchange rates.
Foreign Currency Risk Management
Currency risk is the risk that the financial results of the Group will be adversely affected by changes in
exchange rates to which the Group is exposed. No foreign currency sensitivities have been included as
they are deemed to be immaterial. The Group undertakes certain transactions denominated in foreign
currencies. The majority of the Company's expenditures are denominated in Pound Sterling, while its
exploration expenses are incurred in US Dollars, accordingly, the result for the year are adversely impacted
by depreciation of the Pound Sterling against the US$ while the Group's assets are positively impacted by
appreciation of the US$ against the Pound. Currency risk is monitored on a regular basis.
The following is a note of the assets and liabilities denominated at each period end in US Dollars:
| Group | ||
| 2024 | 2023 | |
| $’000 | $’000 | |
| Other receivables | 10 | 19 |
| Cash and cash equivalents | 14 | 736 |
| Other payables | (170) | (26) |
| (146) | 729 |
Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. This
risk relates to the Group’s prudent liquidity risk management and implies maintaining sufficient cash. The
Directors monitor rolling forecasts of the Group’s liquidity and cash and cash equivalents based upon
expected cash flow.
Credit Risk
Credit risk is the risk that a customer may default or not meet its obligations to the Group on a timely basis,
leading to financial losses to the Group. Credit risk arises from cash and deposits kept with banks, advances
paid and other receivables. The maximum exposure to credit risk at the reporting date to recognised
financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed
in the statement of financial position and notes to the financial statements. The consolidated entity does
not hold any collateral.
Generally, other receivables are written off when there is no reasonable expectation of recovery. Indicators
of this include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a
failure to make contractual payments for a period greater than 1 year.
Capital Risk Management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going
concern, to enable the Group to continue its exploration and evaluation activities, and to maintain an optimal
capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group
may adjust the issue of shares or sell assets to reduce debts.
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
66
17.Financial Instruments (continued)
At 31 March 2024 the Group had borrowings of £Nil (2023: £Nil) and defines capital based on the total
equity of the Group. The Group monitors its level of cash resources available against future planned
exploration and evaluation activities and may issue new shares in order to raise further funds from time to
time.
Fair Value Estimation
The carrying value of other receivables and payables are assumed to approximate to their fair values
because of the short-term nature of such assets and the effect of discounting liabilities is negligible.
The Group is exposed to the risks that arise from its financial instruments. The policies for managing those
risks and the methods to measure them are described earlier in this note.
Maturity Of Financial Assets And Liabilities
All of the Group’s non-derivative financial liabilities and its financial assets at the reporting date are either
payable or receivable within one year.
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
67
18. Share Capital
Number of Shares in Issue
| 2024 | ||
| Ordinary share capital | Number | £’000 |
| Authorised, Issued and fully paid: | ||
| Ordinary shares of £0.01 as at 1 April 2023 | 212,336,411 | 2,133 |
| Issued during the year | 130,155,076 | 1,302 |
| Ordinary shares of £0.01 as at 31 March 2024 | 343,491,487 | 3,435 |
Rights of Share Capital
Ordinary shares carry rights to dividends and other distributions from the Company, as well as carrying
voting rights.
On 19 May 2023, the Company issued 41,749,998 ordinary shares with a nominal value of £0.01 per share,
through a placing and subscription at a share price of £0.0120, raising £501,000 before costs.
On 14 December 2023, the Company issued 40,222,206 ordinary shares with a nominal value of £0.01 per
share, through a placing and subscription at a share price of £0.0225, raising £905,000 before costs.
On 14 December 2023, the Company issued 41,749,995 ordinary shares with a nominal value of £0.01 per
share, following the conversion of a convertible loan facility between the Company and its major
shareholder, at a share price of £0.0120 per share (see note 23).
On 14 December 2023, the Company issued 1,693,767 ordinary shares with a nominal value of £0.01 per
share, as part payment to the vendors of the San Lorenzo project, at a share price of £0.0120 per share.
On 14 December 2023, the Company issued 4,436,834 ordinary shares with a nominal value per share of
£0.01 as remuneration for work performed by key management personnel. The amount of remuneration in
relation to the share issue amounted to £60,656.
On 16 January 2024, the Company issued 302,276 ordinary shares with a nominal value per share of £0.01
as remuneration for work performed by key management personnel. The amount of remuneration in relation
to the share issue amounted to £7,817.
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
68
19. Share Based Payments
The Group had warrants and share option schemes in place during the year ended 31 March 2024 and
31 March 2023 as follows:
Warrants – outstanding at the beginning of the year
On 7 December 2021 the Company issued 148,327,850 warrants. The warrants were granted in the
following tranches:
1. 60,555,550 granted to Pacific Trends Resources Pty Ltd following the acquisition of Pacific
Trends Resources Chile SpA.
2. 1,407,300 Broker warrants grated as part of the IPO.
3. 70,365,000 placing warrants granted as part of the IPO.
4. 16,000,000 conversion warrants granted to Foreign Dimensions Pty Ltd, the largest individual
shareholder.
All the above warrants, with the exception of the Broker Warrants entitled the holder to subscribe for one
ordinary share at a price of £0.10 per share. The warrants became exercisable on admission and had a
maximum life of two years. All warrants, excepting the Broker Warrants time expired during the year. The
Broker warrants have an exercise price of £0.05 and a life of three years.
Warrants – granted during the year
On 19 May 2023, the Company issued 41,749,998 warrants (conditional on the publication of a prospectus
that was subsequently issued on 7 December 2023) in relation to a share placing and subscription.
On 19 May 2023, the Company issued 41,749,995 warrants (conditional on the publication of a prospectus
that was subsequently issued on 7 December 2023) in relation to a convertible loan note (see note 23).
The above warrants entitled the holder to subscribe for one ordinary share at a price of £0.024 per share.
The warrants became immediately exercisable and had a maximum life of three years.
On 14 December 2023, the Company issued 40,222,206 warrants in relation to a share placing and
subscription. The warrants entitled the holder to subscribe for one ordinary share at a price of £0.045 per
share. The warrants became immediately exercisable and had a maximum life of two years
| Number of | ||||
| warrants | ||||
| Weighted | ||||
| average | ||||
| exercise price | ||||
| Number of | ||||
| warrants | ||||
| Weighted | ||||
| average | ||||
| exercise price | ||||
| 2024 | 2024 | 2023 | 2023 | |
| Outstanding at beginning of the year | 148,327,850 | £0.10 | 148,327,850 | £0.10 |
| Granted during the year | 123,722,199 | £0.03 | 1,407,300 | £0.05 |
| Cancelled during the year | - | - | (1,407,300) | £0.05 |
| Lapsed during the year | (146,920,550) | £0.10 | - | - |
| Outstanding at the end of the year | 125,129,499 | £0.03 | 148,327,850 | £0.10 |
| Exercisable at the end of the year | 125,129,499 | £0.03 | 148,327,850 | £0.10 |
Broker warrants fall within the scope of IFRS 2 – Share Based Payments as there is an associated service
attached to their issue, whilst the other warrants referred to above do not confer any such service so have
not been subject to valuation. The weighted average contract length of the warrants is 2 years 8 months,
whilst the remaining average contractual life is 1 year 11 months (2023: 8 months).
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
69
19.Share Based Payments (continued)
Share options
On 19 September 2023 the Company issued 22,500,000 options to director and other personnel employed
within the group. These options all carry an exercise price of £0.01 and vest in 3 tranches, 1/3 on the first
anniversary of the grant, 1/3 on the second anniversary of the grant and 1/3 on the third anniversary of the
grant and expire on 19 September 2030.
On 7 December 2021, the Company issued 11,702,232 options to directors and key personnel employed
within the group as follows:
1.) 10,105,554 options were granted to directors and a key employee of Great Southern Copper Plc.
These options are split into 2 equal tranches, all carry an exercise price of £0.05 per share and
have the following vesting conditions:
a.) 50% vest in 3 tranches, 1/3 on admission, 1/3 on the first anniversary of admission and 1/3 on the
second anniversary of admission.
b.) 50% vest in 3 tranches, 1/3 when the share price reaches £0.10, 1/3 when the share price reaches
£0.15 and 1/3 when the share price reaches £0.20.
On 19 September 2023, in relation to the issuance of the new 2023 share options, 4,800,138 share options
(as described in 1b above) were cancelled. The share-based payment expense in relation to these options
was accelerated and fully recognised in the year totalling £79,123.
The remaining options must be exercised by the third anniversary of admission, being 20 December 2024.
2.) 1,596,678 options were granted to other key personnel, including employees of Pacific Trends
Resources Chile SpA. These options all carry an exercise price of £0.01 and vest in 3 tranches,
1/3 on admission, 1/3 on the first anniversary of admission and 1/3 on the second anniversary of
admission.
The above options (2) must be exercised by 7 December 2026.
| Number of | ||||
| options | ||||
| Weighted | ||||
| average | ||||
| exercise | ||||
| price | ||||
| Number of | ||||
| options | ||||
| Weighted | ||||
| average | ||||
| exercise | ||||
| price | ||||
| 2024 | 2024 | 2023 | 2023 | |
| Outstanding at beginning of the year | 11,702,232 | £0.04 | 11,702,232 | £0.04 |
| Exercised during the year | - | - | - | - |
| Granted during the year | 22,500,000 | £0.01 | - | - |
| Cancelled during the year | (4,800,138) | £0.05 | - | - |
| Outstanding at the end of the year | 29,402,094 | £0.02 | 11,702,232 | £0.04 |
| Exercisable at the end of the year | 6,649,455 | 9,485,747 |
The weighted average contract length on the options was 6 years (2023: 4 years). The remaining average
contractual life of the options was 5 years 2 months (2023: 3 years 8 months).
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
70
19.Share Based Payments (continued)
Valuation
Given the existence of market based vesting conditions in certain of the options, the valuation exercise was
split into 2 parts with the options including those conditions being valued using a Monte Carlo option pricing
model, whilst the other options have been valued using the Black Scholes option pricing model.
Options granted on 7 December 2021 valued
– Monte Carlo Model
| Share price at date of grant | |
| £0.0455 | |
| Fair value at the year end | |
| £0.02 | |
| Exercise price | |
| £0.05 | |
| Time to expiry (years) | |
| 3 years | |
| Risk-free rate (%) – 3 years | |
| 0.46% | |
| Volatility (%) | |
| 70.0% | |
| Dividend yield (%) | |
| 0% | |
| Employee retention rate (%) | |
| 100 % |
Options granted on 7 December 2021 valued
– Black Scholes Model
| Share price at date of grant | |
| £0.0455 | |
| Fair value at the year end – £0.01 options | |
| £0.02 | |
| Fair value at the year end – £0.05 options | |
| £0.01 | |
| Exercise price | |
| £0.05; £0.01 | |
| Time to expiry (years) | |
| 3 and 5 years | |
| Risk-free rate (%) – £0.01 options | |
| 0.35% | |
| Risk-free rate (%) – £0.05 options | |
| 0.46% | |
| Volatility (%) | |
| 70.0% | |
| Dividend yield (%) | |
| 0% | |
| Employee retention rate (%) | |
| 100% for employees with £0.01 options, | |
| 100% for employees with £0.05 options |
Options granted on 19 September 2023 valued –
Black Scholes Model
| Share price at date of grant | |
| £0.025 | |
| Fair value at the year end – £0.01 options | |
| £0.017 | |
| Exercise price | |
| £0.01 | |
| Time to expiry (years) | |
| 7 years | |
| Risk-free rate (%) – £0.01 options | |
| 0.35% | |
| Volatility (%) | |
| 70.0% | |
| Dividend yield (%) | |
| 0% | |
| Employee retention rate (%) | |
| 100% for employees with £0.01 options |
Volatility is measured using a weekly share price over a period of 5 years prior to the date of grant.
The risk-free rate is derived using a 3 and 5 year gilt rate.
The total share-based payment expense in relations to warrants and options in the year is £212,005
(2023: £88,607).
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
71
20. Reserves
Share Premium
Consideration received for shares issued above their nominal value net of transaction costs.
Share Based Payments
The cumulative share-based payment expenses of unvested awards that have not been exercised.
Shares To Be Issued
Shares to be issued to a director in lieu of cash remuneration.
Foreign Currency Translation
Cumulative gains and losses in respect of the translation of the results of overseas subsidiaries into the
presentational currency of the Group.
Retained Earnings
Cumulative profit and loss net of distributions to owners.
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
72
21. Related Party Transactions
Remuneration Of Key Personnel - Group
Remuneration of key management personnel, considered to be the Directors and other senior
management of the Group is as follows:
| 2024 | 2023 | |
| £’000 | £’000 | |
| Short-term remuneration* | 330 | 257 |
| Other pension costs | 13 | 13 |
| Share-based payments | 177 | 94 |
| 520 | 364 |
| Reconciliation of short-term remuneration | ||
| * As above | 330 | 257 |
| Less: Employer’s National Insurance | (13) | (13) |
| Previous Chief Financial Officer’s remuneration | (32) | (70) |
| Add: Remuneration settled through issue of shares | - | 29 |
| Total per Directors’ Remuneration Report – Page 16 | 285 | 203 |
Transactions And Balances With Key Personnel - Group
Balances outstanding to key personnel at year end totalled to £9,504 (2023: £13,357).
As at 31 March 2024 a balance of £14,150 was owed to the largest shareholder (2023: £14,150).
SI Capital Limited are a related party through common key management personnel. The charge in relation
to Broker warrants of £Nil (2023: £nil) is included within share premium. At 31 March 2024 amounts owed
to the Group by SI Capital Limited totalled £nil (2023: £25,000).
During the year payments were made to third parties in respect of services provided by one of the Directors.
Payments made to SI Capital Limited totalled £25,000 (2023: £21,758) respectively. During the year
£25,000 (2023: £25,000) broker fees were charged by SI Capital Limited.
During the year the charge for the services of the Chief Executive were made through Metal Ventures Inc
totalling £138,137 (2023: £105,714).
The Directors’ disclosures have been included in the Directors Remuneration report.
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
73
22. Contingencies and Commitments
The option agreements held by the Company in relation to the San Lorenzo and Especularita projects give
the Company the discretionary right to acquire the relevant concessions, provided the annual option fees
totalling US$100,000 due by March 2024 specified in such agreements, have been paid in full. There are
no royalty, third party payments, or other obligations in favour of third parties regarding the option payments
or the concessions to which they relate.
The Company’s commitments to meeting and finalising its purchase of the mineral concessions under the
Option Agreements, if it chooses to do so, are summarised in the following table:
| Especularita | San Lorenzo | ||
| Date | Payment | ||
| Date | Payment | ||
| 01/03/2025 Final Payment | |||
| US$ 1,100,000 | 01/06/2024 | US$ 50,000 | |
| Extension of final payment to | |||
| 01/03/2025 | |||
| US$ 100,000 | 01/06/2025 Final Payment | US$ 1,610,000 | |
| Extension of final payment to | |||
| 01/03/2026 | |||
| US$ 100,000 | Extension of final payment to | ||
| 01/06/2026 | |||
| US$ 100,000 | |||
| Extension of final payment to | |||
| 01/06/2027 | |||
| US$ 100,000 |
To acquire 100% of the Especularita project a total payment of US$1.5m is required (of which US$400,000
has been paid to date) with the final payment due on 01/03/2024. The Company may defer the final payment
for a period of 2 years at a cost of US$100,000 per additional year, which it has opted to do. To acquire
100% of the San Lorenzo project a total payment of US$2.0m is required (of which US$340,000 has been
paid to date), with a quota of US$50,000 due before 01/06/2024 and the final payment due before
01/06/2025. The Company may defer the final payment for a period of 2 years at a cost of US$100,000 per
additional year, which it has opted to do.
In September 2023, the Company signed a binding term sheet which allows the Company to earn 100% of
the mining rights of the Monti lithium project once its concessions are granted. Details of the related
commitments are given in the table below:
| Monti | ||
| Date | Cash US$ | Value in GSC |
| equity | ||
| US$ | ||
| 01/03/2024 | ||
| (due payable) | ||
| US$50,000 | - | |
| 01/09/2024 | US$50,000 | US$50,000 |
| 01/09/2025 | US$50,000 | US$50,000 |
| 01/09/2026 | US$1,000,000 | US$1,000,000 |
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
74
23. Convertible loan note
On 15 May 2023, the Company entered into a convertible loan totalling £501,000 with its major shareholder
Foreign Dimensions Pty Ltd. The loan was interest free, unsecured and automatically converted to equity
on issuance of a prospectus. Following the publication of a prospectus on 7 December 2023, the loan
was fully redeemed by conversion to 41,749,995 ordinary shares with a nominal value of £0.01 per share
(see note 18). No amounts remained due or payable under the facility at the balance sheet date.
| £’000 | |
| As at 1 April 2023 | - |
| Convertible loan drawn in the year | 501 |
| Conversion of loan to equity | (501) |
| As at 31 March 2024 | - |
The convertible loan note was initially recognised as a compound financial instrument. The host contract
was recognised as a liability on the balance sheet. The conversion element would have been recognised
as equity, although the balance was calculated as immaterial, and not relevant at the year end given the
full conversion of the instrument as detailed above.
24. Post Balance Sheet Events
On 26 June 2024, the Company completed a fund-raising through the placing and subscription for
104,416,667 new ordinary shares of 1p each at £0.012 per share raising £1.25m before expenses.
On 12 June 2024, the Company signed a binding purchase option agreement to acquire the Artemisa
copper project at the Company’s Especuralita project in Chile.
On 29 June 2024, the Company signed a binding purchase option agreement to acquire the Cerro Negro
copper project at the Company’s Especuralita project in Chile.
25. Ultimate Controlling Party
In the opinion of the Directors, there is considered to be no ultimate controlling party.
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
75
COMPANY INFORMATION
Directors
Samuel Garrett Chief Executive
Martin Page Chief Financial Officer
Charles Bond Non-Executive Chairman
Stuart Greene Non-Executive Director
Nick Briers Non-Executive Director
Company Secretary
MSP Corporate Services Limited
27-28 Eastcastle Street
London
W1W 8DH
Registered Office
Salisbury House, London Wall
London
United Kingdom
EC2M 5PS
Statutory auditors
PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London El4 4HD
Broker
SI Capital Limited
67 Grosvenor Street
London
W1K 3JN
Registrars
Share Registrars Limited
The Courtyard
17 West Street
Farnham
Surrey
GU9 7DR
Registered Number
12497319
Solicitors
Druces LLP
Salisbury House
London Wall
London
EC2M SPS
GREAT SOUTHERN COPPER PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 MARCH 2024
76
Principal Bankers
Revolut Ltd
7 Westferry Circus
Canary Wharf
London
England
E14 4HD
Bendigo Bank
The Bendigo Centre
Bendigo VIC 3550
Australia
