XLON:NEO ESEF Annual Report
NEO ENERGY METALS PLC (XLON:NEO)
ESEF Annual Report
2025-12-08
For: 2024-09-30
View Original
Added on
October 02, 2026
Company Registration No. 09837001
(FORMERLY STRANGER HOLDINGS PLC)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
2
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
COMPANY INFORMATION
Directors Theo Botoulas (appointed 16 May 2025)
Jason Brewer (appointed 9 November 2023)
Sean Heathcote (appointed 9 November 2023)
Bongani Raziya (appointed 9 November 2023)
Charles Tatnall
Jackline Muchai (appointed 9 November 2023)
James Longley
Quinton van der Burgh (appointed 3 March 2024, resigned 3 July 2025)
Company number 09837001 incorporated in England and Wales
Company Secretary Cargil Management Services Limited
27-28, Eastcastle Street
London
W1W 8DH
Registered Office 27-28 Eastcastle Street
W1W 8DH
Independent Auditor Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Registrar Share Registrars Ltd
The Courtyard
17 West Street
Farnham
Surrey
GU9 7DR
Legal Adviser to the DMH Stallard LLP
Company 6 New Street Square
London
EC4A 3BF
Joint Brokers to the Shore Capital Limited
Company 57 St. James’s Street
London
SW1A 1LD
CMC Markets UK Plc
133 Houndsditch
London
ECZA 7BY
3
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
Contents
CHAIRMAN’S STATEMENT 4
STRATEGIC REPORT 10
DIRECTORS' REPORT 34
DIRECTORS’ REMUNERATION REPORT 39
AUDIT COMMITTEE REPORT 46
CORPORATE GOVERNANCE REPORT 48
INDEPENDENT AUDITOR’S REPORT 54
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 63
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 64
PARENT COMPANY STATEMENT OF FINANCIAL POSITION 65
CONSOLIDATED STATEMENT OF CASH FLOWS 66
PARENT COMPANY STATEMENT OF CASH FLOWS 67
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 68
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY 70
NOTES TO THE FINANCIAL STATEMENTS 71
4
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
CHAIRMAN’S STATEMENT
FOR THE YEAR TO 30 SEPTEMBER 2024
I am pleased to report a year of significant progress and strategic transformation for Neo
Energy Metals PLC (the "Company" or "NEO"), both at the corporate and operational level in
the United Kingdom and South Africa where several major milestones have been achieved.
However, whilst I am pleased with this progress, it is disappointing that the Company’s
trading on the London Stock Exchange has been suspended for a prolonged period of time,
subsequent to the year end. This is due to a delay in the resignation of the previous auditors
and the appointment of the current auditors, in addition to the complexity surrounding the
reverse acquisition as detailed in note 5. This is a lesson for all involved in the Company,
and one that cannot be repeated.
The main highlight over the period was the approval and publication of the Company’s
Prospectus by the Financial Conduct Authority (“FCA”) in October 2023.
The Prospectus set out the proposed acquisition of Mayflower Energy Metals Limited, which
indirectly owned 50.1% of the share capital of Desert Star Trading 130 Proprietary Limited,
the legal and beneficial owner of a uranium prospecting right NC30/5/1/1/2/11918 in the
Northern Cape of the Republic of South Africa commonly known as the Henkries Uranium
Project.
The acquisition of Mayflower Energy Metals Limited provided the Company with the
opportunity to secure an interest in a high-grade uranium project where independent
geological consultants had identified the potential to increase ore resources through the
evaluation of identified exploration targets close to existing resources, and to further
advance the Henkries Uranium Project towards production within a short period of time.
I believed that by securing a majority interest in a uranium project such as the Henkries
Uranium Project, that has been subject to extensive historical exploration activities, as well
as a feasibility study, represents a significant opportunity for the Company’s stakeholders
to gain exposure to the uranium exploration and mining sector and to South Africa’s mining
sector.
The acquisition of Mayflower Energy Metals Limited constituted a Reverse Takeover under
the Listing Rules since, as in substance, it resulted in a fundamental change in its business.
Accordingly, the acquisition of Mayflower Energy Metals Limited was subject to shareholder
approval, which was received at a General Meeting held on 1 November 2023. At the General
Meeting shareholders also approved the change of the Company’s name from Stranger
Holdings PLC to Neo Energy Metals PLC.
On 9 November 2023, the Company successfully completed its readmission to trading on
the Main Market of the London Stock Exchange following commitments received for a £4.9
million capital raise (gross of fees and costs) through a placing and subscription of shares
at 0.75 pence and 1.25 pence per Ordinary Share. On 10 November 2023, the Company
successfully raised a further £0.5 million through a fully subscribed private placement at
1.25 pence.
The acquisition of an interest in the Henkries Uranium Project was intended to be the first
phase of a strategy to establish a portfolio of advanced and producing uranium assets
focussing on known and geologically proven energy metal bearing regions in Africa.
5
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
CHAIRMAN’S STATEMENT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
I am very pleased to report that this strategy was successfully advanced further by the Board
and Executive Management during the period, and subsequent to the end of this period, with
the announcement of three conditional acquisition agreements entered into in respect to:
(i) the Beisa North and Beisa South Uranium and Gold Projects on 13 August 2024;
(ii) the Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft complex, the
processing plant complex and associated infrastructure on 9 December 2024; and
(iii) the Henkries South Uranium Project on 14 October 2024, all of which are located in
South Africa.
These conditional acquisition agreements are firmly in line with the Company’s strategy and
I am of the opinion that they are going to be transformational for the Company.
Specifically, these conditional acquisition agreements included:
Beisa North and Beisa South Uranium and Gold Projects:
Agreement signed with Sunshine Mineral Reserve (Pty) Limited;
Contains one of the largest undeveloped uranium resources in South Africa;
Located in the Witwatersrand Basin, South Africa's primary producing uranium region
with over 70 years of continuous uranium production;
Comprises two granted Prospecting Rights, which extend over an area of approximately
80 km
2
and are located immediately north and south of the previous producing high-
grade Beisa Uranium Mine and existing Beatrix 4 Shaft, processing plant and associated
infrastructure; and
Contain SAMREC Code compliant Total Inferred Resources of 90.24 Mlbs of U₃O₈ and
4.17 Mozs of gold.
Beisa Uranium and Gold Mine and Beatrix 4 Complex:
Agreement signed with Sibanye-Stillwater Limited;
Sibanye-Stillwater to become the Company's largest shareholder with up to an
approximate 40% shareholding;
Sibanye-Stillwater to have the right to appoint an initial two representatives to the
Company's Board and have the right to a pro rata right of first refusal in respect of any
proposed new issuance by the Company of new shares to ensure it maintains its
strategic shareholding in the Company;
The Beisa Uranium and Gold Mine is situated between, and adjoins, the Beisa North and
Beisa South Uranium Projects;
Operations commenced at the Beisa Uranium and Gold Mine in the early 1980s and both
uranium and gold were produced from the Beatrix 4 Shaft Complex and adjoining
processing facilities up until the facilities being placed on care and maintenance in late
2023;
The Beatrix 4 Shaft Complex is fully permitted, with all licences, permits and
authorisations to be transferred to the Company's operating subsidiary ahead of
operations recommencing; and
6
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
CHAIRMAN’S STATEMENT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
Contain SAMREC Code compliant measured and indicated resources of 26.9Mlbs of
U₃O₈ and 1.2Mozs of gold.
Henkries South Uranium Project:
Agreement signed with Eagle Uranium SA (Pty) Ltd;
Located immediately south of and is contiguous to the Company's existing Henkries
Uranium Project;
Comprises one granted Prospecting Licence that extends over approximately 1,050km
2
;
More than doubles the Company's strategic landholding in the uranium prospective
region from 742km
2
to almost 1,800km
2
; and
Contains multiple radioactive anomalies and given the extent of these radiometric
anomalies, these targets are expected to add significantly to the resource potential at
the Henkries Uranium Project as further future resource drilling and metallurgical test
work is completed.
Over the past year, shareholders have seen a significant change in the Company’s Board
and Executive Management, and we have further strengthened our corporate and technical
capabilities, as a result of both the acquisition of Mayflower Energy Metals Limited and
following the announcements for the three conditional acquisition agreements. There were
several key appointments made during the period and subsequent to the year end. On 9
November 2023, Sean Heathcote was appointed as Chief Executive Officer, and myself,
Jackline Muchai and Bongani Raziya as Non-Executive Chairman and Non-Executive
Directors respectively. The Company also appointed Andrew Searle as Chief Financial
Officer.
Subsequent to the year end, it was agreed that I would assume more executive management
responsibilities from 25 March 2024, given the material increase in the Company’s
activities, and my broad mining and mining finance experience here in Africa. We also
announced that Theo Botoulas would assume the Chief Executive Officer role in South
Africa, with Sean Heathcote assuming the role of an Executive Technical Director.
Given that our key assets are all located in South Africa, it was considered important for the
Company to have a presence in the country’s capital and financial markets and therefore a
secondary listing of the Company’s securities was completed on 27 February 2024, on A2X
Markets, an independent stock exchange based in South Africa. Subsequent to year end on
30 June 2025, the Company also announced that it would pursue a further secondary listing
of the Company’s securities on the JSE Limited, a Johannesburg based Stock Exchange.
We have also appointed a number of corporate and strategic advisors, consultants and
service providers in South Africa and in the United Kingdom. In June 2024, AcaciaCap
Advisors Proprietary Limited (“AcaciaCap Advisors”) were appointed as corporate advisors
to assist with the Company's proposed new uranium mine purchases and advanced project
acquisitions in South Africa and were later appointed to assist with the secondary listing on
the JSE Limited.
7
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
CHAIRMAN’S STATEMENT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
In the United Kingdom, we also announced the appointment of Bacchus Capital Advisers
Limited on 16 January 2025, as our strategic and financial advisor and shortly after, on 30
January 2025, announced the appointment of Shore Capital Stockbrokers Limited as our
corporate broker.
On 11 July 2025, Light Consulting Proprietary Limited were appointed to provide company
secretarial services in South Africa, James Duncan of JMDwrite, was appointed as the
Company's media and investor communications advisor and South African based Utshalo,
was also appointed to assist us in broadening our investor and shareholder base in South
Africa. We also announced on 11 July 2025, the appointment of CMC Markets UK Plc,
trading as CMC CapX ("CMC"), as the Company's joint broker in the United Kingdom.
During the year and subsequent to year end, we have continued to make further progress in
respect to the three conditional acquisition agreements, and this has included:
the Company’s subsidiary Neo Uranium Resources Beisa Mine (Pty) Ltd, entering into an
agreement with South African mining company, Siyakhula Sonke Empowerment
Corporation (Pty) Ltd, as part of the Company's commitment to advancing Broad-Based
Black Economic Empowerment in South Africa and receiving notification from Sibanye-
Stillwater Limited that regulatory applications had been formally submitted to the
Department of Mineral Resources and Energy in South Africa, in respect to approvals
required under Section 11 and Section 102 of the Minerals and Petroleum Resources
Development Act of 2002 for the proposed acquisition of the Beisa Uranium and Gold
Mine;
the National Nuclear Regulator (“NNR”) of South Africa awarding the Company a
Certificate of Registration (COR-302) for the Henkries Uranium Project;
receipt of final approvals from the South African Reserve Bank for a foreign inter-
company shareholder loan facility of ZAR1.2 billion to be provided by the Company to its
South African subsidiaries; and
receiving further confirmation from Sibanye-Stillwater Limited that the South African
Reserve Bank had also provided their approval to hold shares in the Company as part of
the proposed transaction to acquire the Beisa Uranium and Gold Mine including the
Beatrix 4 mine and shaft complex, enabling the commencement of exploration and
sampling. NEO also undertook comprehensive personnel training to ensure the health
and safety of its workforce and local communities. An updated Order of Magnitude
Capex and Opex study conducted by Erudite Strategies confirmed the Henkries Project
as a low-cost development project with robust economic fundamentals.
8
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
CHAIRMAN’S STATEMENT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
During the period, the Company made significant advances in expanding its footprint in
South Africa with AcaciaCap Advisors appointed to assist the Company with its growth
strategy. During the year, the Company also completed a due diligence and reached
conditional agreement on the acquisition of Beisa North & South Projects which comprises
total SAMREC Code compliant resources of 90.24 Mlbs of uranium (U₃O₈), 4.17 Mozs of gold
and associated Beatrix assets. The assets are being acquired from Sibanye-Stillwater Inc,
(“SS”) an $8billion market Cap US publicly listed mining corporation. It is anticipated that,
as part of this acquisition, that half the consideration will be in shares in NEO which will
result in SS having a substantial stake in NEO of between 30% to 40% of the equity. The
Board is delighted to have SS as a substantial partner in our business bringing a wealth of
experience as well as substantial mineral and other assets.
Post the end of the reporting period, the Company entered into a binding agreement with
formal documents signed to acquire a 100% interest in the adjacent Henkries South
Uranium Project. This acquisition consolidates our ownership and control over the broader
Henkries district, significantly enhancing our ability to optimise future exploration to
maximise our reserves in the region, development and operational planning across the
licence area. In early 2025, the South African National Nuclear Regulator conducted a
formal inspection of the Henkries site. The inspection was completed successfully, with the
project receiving positive feedback and sign-off from the NNR.
In December 2024, the Company signed a Sale and Acquisition Agreement and a Sale of
Immovable Property Agreement covering over 6,200 hectares in the Witwatersrand Basin.
With this acquisition, we will consolidate our position in the Witwatersrand Basin with, upon
completion of all acquisitions, over 117 Mlb of uranium and 5.4Mozs of gold. We will also
have secured the necessary infrastructure to access and develop these resources and
quickly bring the Beisa Uranium Project back into production, including the mine resource
which is currently under care and maintenance with SS. I believe this transaction truly sets
us apart from many other uranium development companies and further sets us firmly on the
path to being one of the next top tier uranium production companies in the world.
Post period, a key regulatory milestone was reached with the approval of a £53M ZAR1.2
billion shareholder loan facility by the South African Reserve Bank, enabling efficient cross-
border funding into South Africa. Further approval of a Broad-Based Black Economic
Empowerment agreement further strengthened our position and satisfied a key condition
under the acquisition agreement with Sibanye Gold Proprietary Limited for the Beisa
Uranium Project.
In early 2025, the Group appointed a new CEO based in South Africa, Theo Botoulas with
Sean Heathcote assuming the role of an Executive Technical Director reinforcing our
commitment to operational excellence.
9
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
CHAIRMAN’S STATEMENT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
I believe the progress achieved over the past year has positioned the Company on a clear
path towards achieving its strategic goals and placing it in a strong position to deliver
sustainable value for all stakeholders.
On behalf of the Board, I would like to thank my fellow Directors, our shareholders, advisors,
and many team members, for their continued commitment and support. I would also like to
thank Sibanye-Stillwater Limited and all our key stakeholders in South Africa and the United
Kingdom for their support, particularly given the prolonged period of suspension in the
Company’s securities from trading. I believe this Company has a tremendous opportunity
to advance its uranium and gold strategy in South Africa and I look forward to playing my
part and supporting our key management in delivering on that strategy.
Signed on behalf of the board
Jason Brewer
Executive Chairman
1 December 2025
10
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
STRATEGIC REPORT
FOR THE YEAR TO 30 SEPTEMBER 2024
The Directors present their Strategic Report for Neo Energy Metals PLC (the "Company" or
"NEO") for the year ended 30 September 2024.
This report outlines the significant milestones, operational progress, and strategic
developments achieved during this transformative period, setting the foundation for future
growth in the uranium sector.
Results for the Year Ended 30 September 2024
The period under review was pivotal for the Company, marked by a successful corporate
restructuring, a fundamental change in its business, a new strategy, re-admission to trading
on the London Stock Exchange and then followed by significant progress in advancing the
Company’s strategy to establish a portfolio of advanced and producing uranium projects
located in known and geologically proven uranium regions in Africa.
Reverse Takeover (“RTO”) and Re-Admission to Trading
Following the approval by the Financial Conduct Authority of a Prospectus issued by the
Company on 5 October 2023, resolutions were passed by shareholders at a General
Meeting held on 1 November 2023, approving a reverse takeover transaction by the
Company of Mayflower Energy Metals Limited, which indirectly owned 50.1% of the share
capital of Desert Star Trading 130 Proprietary Limited, the legal and beneficial owner of the
Henkries Uranium Project.
Shareholders further approved the change of the Company’s name from Stranger Holdings
PLC to Neo Energy Metals PLC.
The Company was officially re-admitted to trading on the London Stock Exchange (“LSE”)
on 9 November 2023.
Commitments Received for £4.9 Million Capital Raise
The Company successfully completed its readmission to trading on the London Stock
Exchange following commitments received for a £4.9 million capital raise (gross of fees and
costs) through a placing and subscription of shares at 0.75 pence and 1.25 pence per
Ordinary Share.
On 10 November 2023, the Company successfully raised a further £0.5 million through a
fully subscribed private placement at 1.25 pence.
Strategic Direction
The strategic direction of the Company changed as a result of the reverse takeover
transaction and following the acquisition of a majority interest in the Henkries Uranium
Project.
The Company advanced this strategy further with agreements entered into during the year
and post year end, for the conditional acquisition of the Beisa North and Beisa South
Uranium and Gold Projects, the Beisa Uranium and Gold Mine including the Beatrix 4 mine
and shaft complex, and the Henkries South Uranium Project, all located in South Africa.
11
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
Strengthened Leadership Team
The Company strengthened its management capabilities with several key appointments
made on completion of the reverse takeover transaction and during and post the period.
Jason Brewer was appointed Non-Executive Chairman, and subsequently assumed the role
of Executive Chairman. Sean Heathcote was appointed as Chief Executive Officer, before
assuming an Executive Technical Director role. Jackline Muchai, Bongani Raziya and
Quinton van der Burgh were appointed as Non-Executive Directors, with the latter resigning
post year end.
Theo Botoulas was appointed as the Company’s new Chief Executive Officer and is based
in South Africa, and Andrew Searle was appointed as the Company's Chief Financial Officer.
Secondary Listings in South Africa
A secondary listing of the Company’s shares was completed on A2X Markets, an
independent stock exchange in South Africa on 27 February 2024.
The Company also announced plans for a further secondary listing of the Company’s shares
on the Johannesburg Stock Exchange, which is expected to be completed in early 2026.
Suspension of Trading
The Company’s shares were suspended from trading on the London Stock Exchange on 31
January 2025, as a result of a delay in the publication of the Company's annual report and
financial statements for the year ended 30 September 2024.
As at the date of this report the suspension in trading is still in place.
Upon publication of the Company's annual report and accounts for the year ended 30
September 2024 and its interim accounts for the six-month period ended 31 March 2025,
the Company will request that the current suspension from trading is lifted.
Operational Highlights
During this period, the Company progressed feasibility studies at the Henkries Uranium
Project, where it secured rights to a majority interest following the acquisition of Mayflower
Energy Metals Limited in November 2023.
The Company further progressed its strategy of establishing a broader portfolio of advanced
and producing uranium assets. During and post the period under review, the Company
focused on execution, due diligence and satisfaction of key conditions of the conditional
agreements entered into, to acquire the Beisa North and Beisa South Uranium and Gold
Projects, the Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft complex,
as well as the Henkries South Uranium Project.
12
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
1. Henkries Uranium Project
Resource Expansion
Work commenced during the period under review on the planning of a resource
expansion definition drilling programme.
With less than 10% of the Prospecting Licence having been subject to previous
exploration work, the Company is of the opinion that there is potential for both an
increase in uranium resources and potential for major new uranium discoveries.
This work was not completed during the period under review or post the period, as a
result of the Company’s technical management team’s focus on activities
associated with the conditional agreements to acquire the Beisa North and Beisa
South Uranium and Gold Projects and the Beisa Uranium and Gold Mine.
Sampling Work
Un-assayed samples from historical drilling work were prepared for planned testing
as part of the planned resource expansion definition drilling programme.
Over 2,000 samples were collated and prepared for analyses. This work was not
completed during the period under review or post the period, again as a result of the
Company’s technical management team’s focus on activities associated with the
conditional agreements to acquire the Beisa North and Beisa South Uranium and
Gold Projects and the Beisa Uranium and Gold Mine.
Feasibility Study Update
The Company appointed South African based mining consultancy group Erudite
Strategies (Pty) Limited to complete an independent update report of both the
operating and capital cost estimates previously defined in the feasibility study
completed on the Henkries Uranium Project by Anglo Operations Limited.
The results of this work completed by Erudite Strategies (Pty) Limited confirmed that
the Henkries Uranium Project:
(i) has forecast low operating and capital cost and overall robust project
economics;
(ii) can be accelerated into production at a lower capital and operating cost
compared to many of its peers; and
(iii) financial modelling of the detailed cost estimates has further confirmed its
robust and attractive underlying economics.
Key results included:
(i) annual average production of 567,000 lb U
3
O
8
;
(ii) annual average sales revenue of US$51.0 million;
(iii) cash operating costs of US$36.8/lb; and
(iv) a NPV of US$106.6 million and an IRR of 43.4%.
13
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
Site Inspections
An inspection of the Henkries Uranium Mine Project, by South Africa's National
Nuclear Regulator, was completed post the period under review in December 2024.
The inspection confirmed compliance with all applicable regulations and
authorisations and was completed as part of continuous monitoring programmes
and annual compliance assurance and event reporting systems.
The inspection was undertaken in respect to Section 2.1 of Certificate of
Registration 302 under section 22 of the South African National Nuclear Regulator
Act, 1999 (Act No 47 of 1999).
2. Conditional Acquisition Agreements
During and post the period under review, the Company focused on execution, due
diligence and satisfaction of key conditions of three conditional agreements that it
had entered into, to acquire, inter alia:
The Beisa North and Beisa South Uranium and Gold Projects, following an
agreement signed with Sunshine Mineral Reserve (Pty) Limited;
The Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft
complex, and the Henkries South Uranium Project, following an agreement
signed with Stillwater Sibanye Limited; and
The Henkries South Uranium Project, following an agreement signed with Eagle
Uranium SA (Pty) Ltd.
The acquisitions were subject to completion of technical, financial and legal due
diligence, receipt of all applicable regulatory and shareholder approvals, as well as
payment of cash and share based consideration to the vendors.
The Company has confirmed that it completed its technical, financial and legal due
diligence on the various acquisitions to its satisfaction, during and post the period
under review and has, as at the date of this report, executed all necessary legal
documentation in regards to the acquisitions.
Receipt of regulatory approvals advanced during and post the end of the period
under review, with a number of key approvals received in South Africa from the
South African Reserve Bank.
Approvals required from the Department of Mineral Resources and Energy in South
Africa, under Section 11 and Section 102 of the Minerals and Petroleum Resources
Development Act of 2002 remain outstanding as at the date of this report.
Approvals required in the United Kingdom including a Rule 9 Waiver being obtained
in accordance with the City Code on Takeovers and Mergers and shareholder
approval at a forthcoming General Meeting of the Company, remain outstanding as
at the date of this report.
14
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
FINANCIAL REVIEW
Financial Review for the Year Ended 30 September 2024
This financial review summarises the performance, financial position, and key movements
for Neo Energy Metals PLC (‘the Group’) for the year ended 30 September 2024, with
comparative figures for the prior period, the prior period being an eighteen month period.
1. Results Overview
• Group loss after tax: £6.826 million (2023: £2.3k profit).
• Net liabilities: £(0.30) million (2023: £(0.01) million).
• Cash and cash equivalents: £2,585 (2023: £2,304).
• Loss per share: 0.6 pence (2023: 0.00 pence).
The current year’s loss is primarily driven by non-cash accounting effects from the reverse
takeover (RTO) and related one-off charges. The consolidated figures for the period ended
30 September 2023 are unaudited.
2. Consolidated Statement of Comprehensive Income (Summary)
Item (£) FY24 FY23 (18m)
Unaudited
Administrative (expenses) /
income
(2,018,319) 2,042
Reverse acquisition expense (6,115,898) -
Finance costs (748) -
Other income 1,308,036 -
Finance income 959 303
(Loss)/profit before tax (6,825,970) 2,345
Taxation - -
(Loss)/profit after tax (6,825,970) 2,345
(Loss)/profit per share (0.6 pence) 0.0 pence
Other income for the year included a £1.3 million gain from the settlement of a historical
bond facility. This non-recurring gain arose from the release of a residual liability and
reflects the successful restructuring of the Group’s financing arrangements.
During the year, the Group recognised a £6.12 million reverse acquisition expense arising
from the application of IFRS 3 Business Combinations and IFRS 10 Consolidated Financial
Statements in accounting for the reverse takeover of Neo Uranium Resources South Africa
(Pty) Ltd. This represents the difference between the fair value of the equity instruments
deemed to have been issued and the fair value of the net assets of the listed entity acquired.
The charge has been classified as an exceptional, non-recurring item as it relates solely to
the listing transaction and does not reflect the Group’s underlying operating performance.
15
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
3. Consolidated Statement of Financial Position
Item (£) FY24 FY23
Unaudited
Total assets 18,421,517 479,117
Intangible assets 18,282,999 466,928
Current liabilities (18,687,915) (490,416)
Non-current liabilities (26,793)
–
Net liabilities (293,191) (11,299)
Equity attributable to
owners
(277,020) (763)
Non-controlling interests (16,171) (10,536)
Intangible assets rose to £18.28 million, reflecting project acquisitions. The net liability
position arises primarily due to the accounting treatment of the reverse acquisition.
4. Parent Company Statement of Financial Position
Item (£) FY24 FY23
Total assets 4,453,235 489,695
Current liabilities (857,593) (3,900,881)
Non-current liabilities (26,793) (24,540)
Net assets/(liabilities) 3,568,849 (3,435,726)
The parent company returned to positive equity of £3.57 million following the RTO-related
capital reorganisation and share issues. The net cash position of the Company at the year
end was £1,080 (2023: £77) and its external debt was substantially reduced to £28,715
(2023: £2,241,867) as a result of the RTO.
5. Cash Flow and Equity Movements
• Operating loss: £6.826 million 2023: £2.3k profit.
• Equity activity: multiple share issues; share premium increased to £8.66 million.
• Share-based payment charge: £5.55 million; Reverse acquisition reserve £2.32 million.
• Closing equity reflects the complex share structure following the RTO and associated
transactions.
6. Conclusion
The results for year ended 30 September 2024 reflect the transformation of Neo Energy
Metals PLC through the RTO process.
Despite a headline accounting loss, the Group is well-positioned with substantial intangible
assets, improved equity position at the parent level, and clear funding pathways.
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A notable financial highlight was a gain on the settlement of bonds, which positively
impacted the financial position. Resolutions were passed by noteholders to redeem Series
2017-F2 Loan Notes by issuing shares in Neo Energy Metals PLC at 15p in the British pound,
eliminating a cash liability of £2.017 million and a gain to the Company of £1.3 million.
Amounts owing to several creditors and service providers were also converted to equity
upon completion of the reverse takeover transaction of Mayflower Energy Metals Limited.
Capital raised and committed during the period under review was applied to meet working
capital costs of the Group in the United Kingdom and in South Africa.
In South Africa, these working capital costs included expenses associated with exploration,
feasibility study updates, site management and management costs of the Henkries
Uranium Project. These costs also included expenses incurred by the Company in regard to
the legal, technical and financial due diligence costs associated with the entering into of
conditional agreements to acquire the Beisa North and Beisa South Uranium and Gold
Projects, the Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft complex,
and the Henkries South Uranium Project.
The Company’s future funding requirements comprise:
updated feasibility study costs, and mine development and capital expenditure
requirements of the Henkries Uranium Project;
cash-based acquisition payments due to the vendors of the Beisa North and Beisa
South Uranium and Gold Projects, the Beisa Uranium and Gold Mine including the
Beatrix 4 mine and shaft complex, and the Henkries South Uranium Project;
mine re-development and capital expenditure requirements for re-commencing mining
and processing activities at the Beisa Uranium and Gold Mine including the Beatrix 4
mine and shaft complex; and
exploration and mine development costs at the Beisa North and Beisa South Uranium
and Gold Projects and the Henkries South Uranium Project.
During the period under review and post the period, the Company has appointed several
leading independent investment and merchant banking groups, brokers and strategic
corporate advisors to assist the Company in securing the necessary capital to meet its
funding requirements.
The Company has to date received strong support and indications of funding availability
from these investment and merchant banking groups, brokers and strategic corporate
advisors.
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STRATEGIC REPORT (CONTINUED)
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The Company is confident of being able to secure its future funding requirements given the
advanced nature of its underlying assets, the significant infrastructure, the size of the
uranium and gold resources as determined by independent consultants and the strength in
both the uranium and gold markets and interest from both equity and debt funders to
support the Company in delivering on its strategy.
Directors and Management team
The Company’s Board of Directors and Management team have been strengthened to
support its new strategy to become an important supplier to the fast-growing uranium
sector. The following were appointed as directors of the Company upon its readmission to
the London Stock Exchange on 9 November 2023, except where otherwise stated:
• Jason Brewer, Executive Chairman, has over 28 years’ experience in international
mining, financial markets, and investment banking with a particular focus in Africa. This
includes holding senior executive positions with a number of major global investment
banks, including Dresdner Kleinwort Benson, NM Rothschild & Sons and Investec and
with listed funds management companies focused on the mining and metals sector. He
is a co-founder and principal of Gathoni Muchai Investments Pty Limited, an active
African focused private equity-style mining investment company, the Chief Executive
Officer of AQUIS listed Marula Mining PLC, and Executive Director of Unicorn Mineral
Resources PLC. He is also a co-founder of the Mayflower Children’s Foundation, an
organisation that aims to improve the education, health, and wellbeing of children in
East Africa through a variety of charitable programmes.
• Theo Botoulas, Director and Chief Executive Officer (appointed 16 May 2025), is a
seasoned mining executive with over 40 years of international experience in mining
operational, finance and asset management. He holds a B.Eng. and M.Sc. in Mining
Engineering, as well as Mine Manager and Mine Overseer's Certificates of Competency
(Metalliferous Mines), and is registered as a Professional Engineer with the Engineering
Council of South Africa. He held senior mining executive roles throughout Africa,
including as both CEO and COO of multiple listed and unlisted companies involved in
diamond, tin, tantalum, gold, copper, and uranium mine production and exploration. He
has led numerous restructuring initiatives, delivered turnarounds of underperforming
assets, and participated in the successful listing of several mining companies.
His most recent roles include CEO of Andiamo Exploration (UK), focused on
volcanogenic massive sulphide /orogenic deposits in Arabian-Nubian shield in East
Africa, and as a Project Manager for Abyssinian Metals' Kenticha lithium project in
Ethiopia. In addition, he has significant experience in the construction and management
of mining operations in both the Free State and Northern Cape Provinces of South Africa.
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• Sean Heathcote, Technical Director, has over 31 years’ experience in the mining and
exploration industry in Africa across a broad range of commodities including uranium,
bulk commodities, precious metals, diamonds and base metals. He has previously held
operations management positions at Billiton and Anglo American in both the UK and
Africa. He has 16 years of executive management and directorships experience in the
project development companies of Fluor, Murray & Roberts Engineering Solutions, GRD
Minproc and Sedgman gained in over 30 countries.
During his career he has participated in the development of over 100 mineral resource
projects, including 50 Feasibility Studies. Whilst at GRD Minproc he played a leading
role in securing and delivering the DFS for the Langer Heinrich and Kayalekera uranium
projects and the subsequent EPCM contract for Phase 1 of Langer Heinrich. His
previous company directorships include positions at GRD Minproc, Micromine, Group
Five, G4S, and Kapsch Africa.
• Bongani Raziya, Non-Executive Director, has over 20 years’ experience in the retail
sector. He graduated as a lawyer and holds B.A., B.Proc and LLB degrees. During the
course of his career he has held numerous directorships and board positions in South
African companies. He is currently the director of Petregaz, a liquefied petroleum gas
(“LPG”) aggregator, and the largest independent LPG distributor in South Africa.
Additionally, he maintains senior operational roles at a number of other natural
resource enterprises, including a directorship at Camel Fuels (Pty) Ltd, a privately
owned South African energy trading operation established in 2001, and board
membership (as an alternate) at Umsimbithi Mining. Umsimbithi Mining was founded to
undertake operations at the Wonderfontein Coal colliery and Mr Raziya was involved as
an adviser during the prospecting stage and through to the Bankable Feasibility Study,
sitting on all operational committees. Today the mine is managed by Glencore.
Mr Raziya founded Rwenzori Rare Metals, a rare earth mine based in Uganda. The
company established and is continuing to actively develop a significant ionic absorption
clay deposit at Makuutu, Uganda, which is currently thought to rank amongst the largest
ionic clay deposits (key sources of highly prized magnetic, heavy rare earths) outside
China. Rwenzori Rare Metals is majority owned by Ionic Rare Earths Limited, which is
listed on the Australian Stock Exchange (“ASX”). Finally, Mr Raziya also founded the
largest independent shareholder of Burgan Cape terminals, a refined petroleum
product storage facility situated in the port of Cape Town.
Mr Raziya is active in Broad-Based Black Economic Empowerment (“B-BBEE”) concerns
and acts as an advisor on B-BBEE compliance to a number of companies involved in
natural resource extraction. He has spent much time encouraging local entrepreneurial
activity and supporting black business leaders. He is also a member of the Young
Presidents Organisation in Cape Town.
• Jackline Muchai, Non-Executive Director, is a Kenyan-based businesswoman with an
understanding of East African markets and active involvement in transactions
throughout the region. She is the founder of Gathoni Muchai Investments, a company,
which focuses on mining, natural resources and property investments in eastern and
southern Africa.
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As a director of Gathoni Muchai Investments Limited’s Nairobi office, she is currently
responsible for identifying new investment opportunities in East Africa and assisting in
the management of the portfolio of mining investments and projects across Kenya,
Tanzania and Uganda, and liaising with key representatives in London, Nairobi, and
Johannesburg. Ms Muchai concurrently project manages the activities of the Mayflower
Children’s Foundation, an organisation that aims to improve the education, health, and
wellbeing of African children through a variety of programmes. Her work mostly
concentrates on partnerships with donors around the world and local initiatives like the
Makimei Children’s Home in Kikuyu, Kenya. In this way the Mayflower Children’s
Foundation seeks to both raise the profile and improve facilities for charities and groups
working for the betterment of the lives of disadvantaged children.
• James Longley, Non-Executive Director (appointed prior to readmission) - is a
chartered accountant whose career has been focused on venture capital, private equity
and building growth companies. His earlier career was with Arthur Andersen,
Creditanstalt-Bankverein Merchant Banking and Touche Ross Corporate Finance. In
1990 he co-led the £10.5m management buy-in of The Wilcox Group, one of the UK’s
leading aluminium alloy tipping trailer manufacturers. He was also co-founder, director
and Chief Financial Officer of BioProgress Technology International, Inc., a VMS and drug
delivery system developer using proprietary films, processes and formulations. It was a
NASD quoted and regulated company from 1997 to 2002 and was subsequently listed on
AIM.
Mr Longley was also a co-founder, Director and Chief Financial Officer of PhotoBox
Limited from 2000 to 2006, a company that then merged with its French counterparts,
Photoways to create Europe’s leading online photofinishing business. The group
acquired Moonpig.com in 2011 which was recently separately listed on the LSE with a
valuation in excess of £1.2 billion. Mr Longley is currently a co-founder, Director, Chief
Financial Officer and interim CEO of Plutus PowerGen plc, a company listed on AIM.
• Charles Tatnall, Non-Executive Director (appointed prior to readmission) - is
primarily involved in advising and raising funds for small and medium sized enterprises
with varying business activities ranging from advising investment and family wealth
companies to reviewing investments and business opportunities together with the
management of personal investments. Until 2005, he was consultant to Bolton Group
PLC, a UK-listed investment company, identifying and conducting due diligence on
potential investment and acquisition opportunities from a broad range of industry
sectors. These included natural resources, both exploration and production, electronic
hardware and software, and biotechnology.
Previously, he held a number of positions with public companies in North America and
Canada and was a director and founder of several micro-cap North American listed
companies being responsible for general corporate governance and all finance areas.
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(FORMERLY STRANGER HOLDINGS PLC)
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Charles was a co-founder and principal of BioProgress Technology Ltd (“BioProgress”)
which was quoted on the NASD-regulated OTC market and later migrated to AIM. Charles
held the licence for the North American business of BioProgress though a listed vehicle
in North America. Earlier, Charles founded Maceworth Ltd in 1985, a large corporate
entertainment company in the UK which operated in the areas of running sporting event
tented corporate villages, marquee hire, corporate sponsorship and conferences.
• Quinton van der Burgh, Non-Executive Director (resigned 3 July 2025), is a leading
mining serial entrepreneur in South Africa. He is founder and CEO of Q Global
Commodities (“QGC”), one of South Africa's largest privately owned mining houses that
has established more than 45 mines throughout Sub-Saharan Africa from greenfield
status through to production and exports of materials to the global commodity
markets. QGC is actively expanding its metal mining interests throughout Southern and
East Africa through direct equity investments and partnership and co-development
agreements with a number of emerging mining and exploration companies including Neo
Energy Metals PLC in which it is a cornerstone investor.
The Company works extensively with experienced contractors and consultants in South
Africa with proven track records in successfully developing and operating mining projects
in the country. The Company has recognised the need to further strengthen its executive
management team with several full time positions to be made across key areas of geology,
mining engineering, metallurgy and project management.
Outlook
The Board of Directors have positioned the Company as a near-term uranium and gold
producing company with the Henkries Uranium Project located in the Northern Cape
Province of South Africa and the three conditional conditional agreements for the
acquisition of the Beisa Uranium and Gold Mine and Beatrix 4 shaft complex, the processing
plant complex and associated infrastructure and the Beisa North and Beisa South Uranium
and Gold Projects all located in the Free State Province of South Africa.
The Company is also currently the only listed pure uranium exploration and mine
development company on the London Stock Exchange.
The Board of Directors believe that the successful positioning of the Company in London’s
capital markets, provides the opportunity to raise the necessary capital in the current strong
uranium and gold markets, and deliver on its strategy of establishing a broader portfolio of
advanced and producing uranium assets.
The Company’s immediate focus is on:
• Completing the acquisitions of the Beisa North and Beisa South Uranium and Gold
Projects, the Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft
complex, and the Henkries South Uranium Project;
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NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
STRATEGIC REPORT (CONTINUED)
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• Completing mine re-development studies for the re-start of mining and processing
activities at the Beisa Uranium and Gold Mine including the Beatrix 4 mine and shaft
complex;
• Completing mine development and capital expenditure studies for the commencement
of construction activities at the Henkries Uranium Project;
• Complete additional exploration studies at the Beisa North and Beisa South Uranium
and Gold Projects and as part of the Company’s broader consolidation into planned
activities at the Beisa Uranium and Gold Mine; and
• Complete additional exploration studies at the Henkries South Uranium Project and as
part of the Company’s broader consolidation into planned activities at the Henkries
Uranium Project.
The combined Beisa Uranium and Gold Mine and Beisa North and Beisa South Uranium and
Gold Projects have total SAMREC Code compliant resources of 117 million pounds of
uranium and over 5.4 million ounces of gold –an in situ mineral value of US$30.4 billion
based on current prevailing uranium and gold prices at 30 September 2025.
The Company’s strategic focuses is on an accelerated development and production
approach to generate cash flow from the Beisa Uranium and Gold Mine, which has the
necessary permits and approvals and infrastructure already, and from the Henkries
Uranium Project where independent economic studies completed during the period
confirmed the Project's robust and attractive underlying economics, and that it can be
accelerated into production at a lower capital and operating cost compared to many of its
peers.
This ‘brownfield’ mine development strategy is considered a low-risk strategy by the Board
and one that the Board believes is attractive to shareholders and new investors given the
significant sunk capital and established infrastructure.
The Company’s focus is on brownfield uranium mine development, and accordingly:
Compared to greenfield projects, the Company is not required to sink major new mine
shafts, as the existing mine shaft and related facilities are in place;
All the Company’s current uranium projects and uranium and gold projects that are
subject to the conditional acquisition agreements, benefit from significant sunk capital
– sunk capital on infrastructure and mine development and sunk capital on feasibility
studies and mine development studies;
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NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
STRATEGIC REPORT (CONTINUED)
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This sunk capital has also been made by major global mining companies such as Anglo
American PLC and Sibanye-Stillwater Limited, and is of a very high standard; The
availability of pre-existing infrastructure reduces the need for major up-front capital
outlays for shaft development, construction, and equipment procurement;
Consequently, overall project capital development costs are likely to be significantly
lower than typically required;
This reduction in capital requirements supports the Company’s potential to achieve
near-term production capability and may influence interest from investors, lenders, and
partners; and
The Company is now focused on establishing itself as being ‘operational ready’ for the
mine development and operational activities ahead. This reflects the significant mine
development studies that have been already completed on these planned mining
operations, the Company’s current mining and prospecting rights, identified gold and
uranium reserves and resources, and the forecast accelerated time frames required to
get into production enabled by the extensive existing infrastructure.
Current uranium and gold market trends and dynamics also support the Company’s plans
to advance its assets through to production. The profitability of the Company’s uranium and
gold projects and the sentiment towards the Company from equity and debt investors, in
regards to supporting its future fundraising activities, are heavily influenced by the
prevailing uranium and gold commodity prices and market dynamics.
Record gold prices in 2025 and increasing demand and prices for uranium have greatly
improved the risk appetite by investors for uranium and gold-exposed mining companies.
That backdrop provides a positive outlook for new mine developers in these sectors such as
the Company.
The Board of Directors look forward with confidence to a bright future for the Company and
look forward to advancing its strategy in South Africa.
Key performance indicators
The Company operates in an uncertain environment and is subject to several risk factors.
The Directors have carried out a robust assessment of the risks and consider the following
risk factors are relevant to the Company’s activities, although it should be noted that this
list is not exhaustive and that other risk factors not presently known or currently deemed
immaterial may apply. This has been further discussed in Note 4 of financial statements.
The following Key Performance Indicators (“KPI”) for future inclusion have been identified
as relevant to the Company’s strategic and operational objectives in the uranium and gold
exploration and development sectors in the future:
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NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
No. Financial KPI’s Description / Relevance
1
Cash Position
£2,585 (2023: £2,304)
Liquidity Ratio
11.67% (2023: 2.49%)
Measures available cash versus liabilities to
assess solvency.
There has been minimal movement in the
cash balance as the transactions in the year
have primarily been in equity.
The liquidity ratio has deteriorated due to a
deferred consideration balance of £17.5
million due to
the vendors of the Sunshine
Mineral Reserve asset.
2
Capital Raised (£)
£2,292,916 (2023: £nil)
Tracks total funds raised post-RTO and
subsequent placings.
The RTO and subsequent placings arose from
9 November 2023 onwards, therefore capital
raised in 2023 is nil.
3
Operational Expenditure (Opex)
£2,018,319 (2023: £1,455)
Monitors spending efficiency versus budget.
2024 is the first year of the Group and the
costs mainly comprise of Directors’
remuneration. The 2023 Statement of
Comprehensive Income did not have any of
their costs as the costs reflect the acquired
group only.
4
Shareholder Return (Market Cap
Growth)
Market capitalisation movement post dual
listing.
This KPI has not been applicable this year due
to the RTO occurring on 9 November 2023
and the Group being temporarily suspended
from its listing.
No. Non-Financial KPI’s Description / Relevance
1
Project Development Progress
(%)
Percentage completion toward exploration
milestones at Henkries and Beisa.
2 Resource Growth (Mlbs U₃O₈)
Increase in measured and indicated uranium
resources.
3 HSE Compliance Rate
Health, safety, and environmental
compliance across operations.
4
Community Engagement Hours /
Initiatives
ESG metric for local stakeholder
involvement.
5
Carbon and Environmental
Footprint (tCO₂e)
Environmental responsibility measure
aligned with sustainability goals.
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NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
Principal risks and uncertainties
The Company operates in an uncertain operating environment and is subject to a number
of risk factors, particularly given the mining and exploration sectors it operates in and the
countries that its activities are conducted in.
The Directors have carried out a robust assessment of the risks and consider the following
risk factors are of particular relevance to its activities.
It should be noted that this list is not exhaustive and that other risk factors not presently
known or currently deemed immaterial may apply.
The impact levels of high and medium have been based on an evaluation of each risk's
potential effect on the Company’s financial performance, and strategic objectives:
Description Impact Mitigation
Strategic Risks
Financial Risks
Raising equity and debt funding
for its budgeted exploration
and mine development plans
and new mine and project
acquisitions
Dependency on UK and South
African stock markets and
investor sentiment to raise
further capital when required
The Company’s planned
operations require significant
capital expenditure to be
brought into production and
profitability
High Continual review and update of
cash flow, working capital and
funding requirements and options
Strong UK presence and
relationships with key
shareholders, brokers, advisors
and stakeholders
Strong budgeting and financial
management focus to manage
liquidity and commitments
Focus on brownfield assets with
lower capital expenditure and
accelerated timelines to
profitability
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NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
STRATEGIC REPORT (CONTINUED)
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Description Impact Mitigation
Health, Safety, Security,
Environmental and Operational
Risks
The Company’s mining,
prospecting licences,
permits and authorisations
require strict adherence to
their operating conditions
and are dependent on
renewal
The Company is reliant on
the services of a number of
contractors, consultants
and advisors for the
provision of various services
Medium
South Africa has a well-established
and proven operating framework
and regulatory environment for its
mining industry with clear
processes and procedures to be
followed
The Company maintains a key focus
in South Africa on addressing its
requirements and in being
compliant with all aspects of its
business
Assessment of all third-party
consultants and contractors from a
legal, technical, financial and HSSE
perspective
Legal and Compliance Risks
Inability to provide accurate
and timely financial
information to comply with
regulatory reporting
Fraud, corruption and
bribery
Litigation
Medium The Company recruits experienced
key personnel to ensure compliance
with key reporting requirements
The Company continuously reviews
it key policies and procedures to
address potential fraud, corruption
and matters of bribery
All employees and consultants are
aware of the Company’s anti-fraud,
corruption and bribery policies
Country Risks
Political, regulatory and
policy changes in South
Africa may affect the
Company’s activities and
profitability
Changes in environmental
laws and in particular in
respect to uranium may
adversely impact on the
Company’s activities
Medium South Africa is a well-established
and proven mining jurisdiction and
maintains a key focus on its mining
sector as a key contributor to its
economy
South Africa is one of the world’s
leading uranium producers and has
a government policy focus on its
growth
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NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
Description Impact Mitigation
South Africa maintains
foreign exchange controls
which restrict the movement
of foreign exchange into and
out of the country
South Africa has Broad-
Based Black Economic
Empowerment government
policies to advance
economic transformation
and enhance the economic
participation of historically
disadvantaged persons in
the South African economy
Medium In May 2025, the Company received
approval for a foreign inter-company
shareholder loan facility of
approximately £50.4 million for
working capital purposes between
the Company and its South African
subsidiaries. This loan structure
enables efficient inflow of funds into
South Africa and in compliance with
its reporting and exchange control
requirements
In January 2025, the Company
entered into an agreement with
Siyakhula Sonke Empowerment
Corporation (Pty) Ltd, a level 1
majority black woman owned
diversified, operating, minerals and
investment company, this satisfying
these requirements
i. Business strategy
The previous business strategy is as described above in the strategic report and has now
been completed with the Company now embarking on a uranium and gold exploration and
project development to production post year end.
ii. Liquidity Risk
The Board continues to manage its liquidity and access to capital to ensure it has the
necessary funds in place to achieve its strategic goals.
iii. Market Conditions
Market conditions, including underlying market prices for uranium and gold, general
economic conditions and their effect on exchange rates, interest rates and inflation may
impact the ultimate value of the Company regardless of its operating performance. The
Company also faces competition from other organisations, some of which may have greater
resources or be more established in a particular territory. The Board considers and reviews
all market conditions to try and mitigate any risks that may arise from these. The future
valuation of the company is also affected by commodity values.
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NEO ENERGY METALS PLC
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
iv. Key Management
The Company is reliant on a small team of experienced professionals for their success and
is exposed to the adverse effects of losing such key personnel.
Going Concern
These financial statements have been prepared on the assumption that the Company is a
going concern. See Note 2.1 a) for more details.
When assessing the foreseeable future, the Directors have reviewed a period of at least
twelve months from the date of approval of this report. The Directors have prepared a cash
flow forecast to 31 December 2027, which shows that the Company and Group will be
unable to meet their liabilities as and when they fall due until further equity or debt funds
are obtained. The Directors acknowledge the disclaimer of opinion in respect of going
concern, included in the audit report, due to the factors detailed below, but consider that
the Company and Group can continue to operate as a going concern.
The acquisition of Mayflower Energy Metals Limited and the Reverse Takeover transaction
provided the Company with the opportunity to raise new funds and commence its strategy
of securing a majority interest in a mining project that provides the opportunity for the
Company’s stakeholders to gain exposure to the uranium exploration and mining sector and
to South Africa’s mining sector. This strategy has been further advanced during the period
and post the period and the three conditional acquisition agreements provide the Company
with additional projects and stakeholders that give the Directors increased confidence in
the ability of the Company and Group to raise equity funding and to continue to operate as
a going concern.
This confidence is drawn from the underlying strength of the ‘brownfield’ uranium mine
development strategy that the Directors are implementing which is considered a low-risk
strategy and one that is attractive to shareholders and new investors given the significant
sunk capital and established infrastructure and as such provides the necessary platform for
the Company to continue to secure the necessary funding to continue to operate as a going
concern until such time as the underlying projects are able to generate profits and positive
cash flow from operations..
The position of such a significant and supportive shareholder and one with significant
capital resources provides confidence in the Company’s and Group’s ability to raise any
potential additional funding that it may need. Accordingly, the going concern basis has been
adopted in preparing the financial statements.
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NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
The loan notes shown in the prior year Company Statement of Financial Position of £2.017
million were resolved as follows. Resolutions were passed by the noteholders with regard
to the redemption of these Series 2017-F2 Loan Notes in full by way of the issue to the
Noteholders of their pro rata entitlement to shares in Neo Energy Metals PLC at a rate of 15
pence per £1 at a price of 0.75 pence per share (net of costs). There is no longer any cash
liability to the Company. The foregoing was implemented by the issue of shares to the
underlying loan note/bond holders subsequent to the completion of the RTO on 9 November
2023.
Environmental Responsibility
This Company recognises that, whilst supporting a sustainable energy future and the
production of minerals, such as uranium, that is critical to such a future, our activities will
have impacts upon the environment in which we operate.
The Company is committed to minimising these impacts on the environment for the well-
being and enjoyment of future generations, and requires that everyone who works with the
Company including our contractors and all stakeholders understand and protect the
natural environment, demonstrate environmentally responsible behaviour and act in
accordance with the Company’s policies, applicable laws and relevant industry standards.
During the period under review, the Company has been compliant with all relevant laws and
regulations and there have been no instances of non-compliance in respect to
environmental matters for any of its operating activities.
Employees
The Company encourages diversity in employment and Board composition to ensure
access to the best available talent with appropriate skills to achieve its goals.
The Company recognises diverse teams improve decision-making, enhance retention, and
strengthen stakeholder connections, and as such is committed to building a merit based,
diverse and inclusive workplace where everyone feels safe, valued, and respected.
The Company values diversity of thought and respects the differences between its people
and the contribution these differences make to the Company.
An inclusive and diverse workplace recognises and values the unique contribution of people
because of their individual backgrounds, skills, experiences and perspectives.
Health and Safety
The Company’s values, and actively promotes a culture of behavioural safety in which our
employees actively carry out their work such that no harm comes to themselves or those
around them.
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STRATEGIC REPORT (CONTINUED)
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The Company fosters a pro-active and collaborative Health and Safety culture through
leadership, education, consultation, and empowering workforce engagement in active
decision-making. In doing so, the Company seeks continual improvement of our health and
safety performance utilising key leading indicators to deliver performance improvements.
Everyone within our workplaces has a duty of care to take responsibility for their own actions
and work as a team to achieve a workplace that is injury free, ensuring all our people return
to their families safely.
During the period under review, the Company has been compliant with all relevant laws and
regulations and there have been no instances of non-compliance in respect to health and
safety matters for any of its operating activities.
Human Rights Responsibility
The Company believes human rights must be inherently afforded to all people, regardless
of who they are, the circumstance they are in, or where they are located. Human rights
recognise the inherent value of each person, based on principles of dignity, equality, and
mutual respect.
The Company acknowledges its responsibility to avoid infringement of human rights and
address adverse human rights impacts through its activities, supply chains, and business
relationships.
The Company has committed to support, respect and protect internationally proclaimed
human rights in alignment with the United Nations Guiding Principles on Business and
Human Rights, International Labour Organisation Declaration on Fundamental Principles
and Rights at Work, and OECD Guidelines for Multinational Enterprises, and as a signatory
to the UN Global Compact, we work to incorporate the Ten Principles of the UN Global
Compact in our strategy and operations.
The Company has committed to support the elimination of all forms of modern slavery
including forced or compulsory labour, child labour, and human trafficking across our
operations or supply chains.
Community and Culture of Indigenous People
The Company is committed to understanding and respecting indigenous peoples' rights,
cultures, aspirations, perspectives, and interests, as set out by the principles of the United
Nations Declaration on the Rights of Indigenous People.
The Company recognises its responsibility to respect human rights and cultural heritage of
the communities that may be impacted by its operations, and seeks to comply with
applicable laws and regulations relevant to the rights, interests and obligations of
indigenous peoples and their communities.
30
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
At its operating activities in South Africa, it seeks to actively engage and consult with the
communities and indigenous peoples early and regularly in a culturally appropriate,
meaningful, open, honest, and mutually respectful and beneficial manner consistent with
the principles of Free, Prior and Informed Consent.
The Company seeks the effective representation and participation of communities and
indigenous peoples, in decisions relating to matters that would affect them at the
Company’s operating activities.
Anti-Corruption and Anti-Bribery
The Company maintains a ‘Code of Business Conduct and Ethics’ that has been adopted by
the Board in order to promote integrity and honest and ethical conduct of the Company’s
business.
This Company’s operations are subject to an important number of very complex and
changing laws and regulations, and its Directors, employees, contractors and
representatives must comply with these laws and regulations as well as various rules,
policies and guidelines of regulatory authorities and governmental agencies wherever it
does business.
The Company’s Code Business Conduct and Ethics extends matters including:
Insider Trading and securities and stock exchange laws and regulations that prohibit
the use and selective disclosure of information that, if publicly disclosed, could have a
significant impact on the market price or value of the Company’s securities or affect any
reasonable investor’s investment decision.
Conflicts Of Interest and where judgments may be compromised, with undue
favouritism to any party or where a benefit of some kind is received.
Gifts and Entertainment and where such gifts may compromise a person’s ability to
make objective and fair business decisions.
Anti-Kickback Policy and where compensation is provided for the purpose of
improperly obtaining favourable treatment.
Anti-Corruption Policy and where it is important that the Company and its subsidiaries
respect all international and local anti-bribery and anti-corruption laws, and where
there is the potential for the misuse of power for illegitimate private gain or to retain an
improper advantage.
The Company continuously reviews its operational procedures and guidelines issued to
consider the impact of applicable legislation such as the United Kingdom’s Bribery Act
2010.
During the period under review, the Company has been compliant with all relevant laws and
regulations and there have been no instances of non-compliance in respect to matters
captured under its Code of Business Conduct and Ethics at any of its operating activities.
31
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
Climate-Related Financial Disclosures
The Company recognises that climate change is one of the greatest challenges facing
society. The mining sector has a key role to play in helping the world transition to net zero
and the Company is committed to playing its part. The Company is aware that it needs to
measure its operational carbon footprint in order to limit and control its environmental
impact. However given the very limited nature of its operations during the year under review,
it has not been practical to measure its carbon footprint. In the future, once mining
operations have commenced, the Company will measure the impact of its direct activities,
as the full impact of the entire supply chain if its suppliers cannot be measured practically.
Below we have provided information consistent with the Streamlined Energy and Carbon
Reporting (“SECR”) Regulations and Task Force on Climate-Related Financial Disclosures
(“TCFD”).
SECR
As per the SECR Regulations published in 2018 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 and therefore is presently
exempt from the SECR reporting requirements.
The Company’s subsidiaries in South Africa are excluded from reporting under this
requirement as they are outside of the European Union.
The Company will continue to monitor these requirements and will work towards full
and accurate reporting on consumption as the Company moves its operating
activities in South Africa towards production.
Under the Listing Rules compliance with the TCFD is required for all listed companies on a
comply or disclose basis.
TCFD Purpose
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, and this creates a partial overlap with SECR
requirements, however, TCFD’s focus is understanding how 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.
During the period under review, the Company completed the acquisition of
Mayflower Energy Metals Limited, and this resulted in a fundamental change in the
Company’s business, and the commencement of a new strategy to advance the
Henkries Uranium Project to production.
32
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
The Group does not have the information available to report on the Group’s emissions by
scope for this period. We are committed to improving our capabilities in this area and will
prioritise the necessary resources and expertise to adequately report on TCFD metrics in
the near term.
The Company’s aim is to ensure that we effectively manage and mitigate climate-related
risks, safeguarding the sustainability of all our operations activities.
The key climate risks that our operating activities face include:
• Physical Risks including heavy rainfall, floods, and droughts, that have the
potential to disrupt our planned mining activities, and damage surrounding
infrastructure such as roads and power supplies;
• Regulatory Risks including the possibility of more stringent environmental
regulations and policies being introduced in South Africa and globally aimed at
reducing carbon emissions and which can lead to higher compliance costs and
potential restrictions on our planned mining activities;
• Reputational Risks including overlooking climate-related issues specific to the
uranium and nuclear sector that have the potential to harm the Company’s
reputation and reduce the attractiveness of the Company for future investment by
investors; and
• Market Risks including the impact of a volatile or diminishing uranium price that
may impact upon the Company’s operating activities and financial performance.
The Company’s ‘Environmental Policy’ has been established to, amongst other things,
embrace the science supporting climate change and proactively implement measured and
considered solutions to minimise the Company’s contribution and address ongoing
impacts of climate change and fulfil it compliance obligations with all applicable
environmental laws and regulations such as the SECR and TFCD disclosures and
recommendations.
Section 172 Statement
The Directors recognise their duty under section 172 of the Companies Act 2006 to promote
the success of the Company for the benefit of its members as a whole, having regard to the
long-term consequences of their decisions and to the interests of other stakeholders.
The Directors consider that they have, both individually and together, during the period
under review and post the period, acted in the way that, in good faith, would be most likely
to promote the success of the Company and Group for the benefit of its members as a
whole.
When making key strategic decisions, the Directors have full regard to the interests of the
Company employees and other stakeholders, including our impact in the community, the
environment and its reputation. Over the period under review, these decisions have focused
on the commencement of the Company’s strategy of establishing a portfolio of advanced
and producing uranium assets in South Africa.
33
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
The Company has already made a number of significant future capital commitments, as
detailed in note 26, with regard to the proposed acquisition and development of the Beisa
North and Beisa South Uranium and Gold Projects, the Beisa Uranium and Gold Mine
including the Beatrix 4 mine and shaft complex, the processing plant complex and
associated infrastructure and the Henkries South Uranium Project. These proposed
investments are in addition to those to be made at the Henkries Uranium Mine, and are all
firmly in line with the Company’s strategy and to provide the basis for a long-term and
sustainable business for all the Company’s stakeholders.
In carrying out its business, the Company seeks to regularly engage in an open and
transparent manner with its shareholders to ensure that its strategy and performance and
decision making processes are clearly understood. The Company utilises several platforms
for its engagement with shareholders, including investor roadshows, attending industry and
investor conferences and through a programme of regular reporting on the London Stock
Exchange. In addition, the Company maintains a number of social media channels through
which it engages with shareholders, and direct contact details of the Company’s Key
Executive Management and its professional advisors are made available.
The Company at all times seeks to maximise local employment and has a commitment to
do so at all its operating activities in South Africa, where it has already developed strong
relationships with local governments and the surrounding communities.
The Company is committed to conducting business in an ethical and honest manner in all
its operating activities and in implementing and enforcing policies, procedures and systems
that ensure such high levels of business practices are maintained.
The impact of the Company’s activities on its stakeholders, employees and suppliers and
the likely impact of operations on the environment and local communities are of foremost
importance to the Directors when making business decisions.
The Company’s Corporate Governance policy can be found on the Company website.
www.neoenergymetals.com.
The Board believes these actions collectively promote the long-term success and
sustainability of the Company and create value for all stakeholders.
The Strategic Report forms part of the Company’s annual accounts and reports. The full set
of accounts can be found at the registered office as stated in the Company Information or
on the London Stock Exchange website.
On behalf of the board
Signed by
Jason Brewer
Director
1 December 2025
34
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
DIRECTORS' REPORT
FOR THE YEAR TO 30 SEPTEMBER 2024
The Directors present their Annual Report and the Group and Company audited financial
statements for Neo Energy Metals PLC for the year ended 30 September 2024.
Principal activity
The principal activity of the Company and its subsidiaries is the exploration, development
and mining of uranium and gold in South Africa and the development of further advanced
brownfield projects to grow its operations within the uranium sector.
Business Review and Future Developments
A review of the business and likely future developments of the Company are contained in
the Chairman’s Report and Strategic Report.
Results and dividends
The trading results for the period and the Company's and Group’s financial position at the
end of the period are shown in the following financial statements.
The directors have not recommended a dividend for the year ended 30 September 2024
(2023: £Nil).
Strategic Report
In accordance with section 414C (11) of the Companies Act 2006, the Directors have chosen
to report the review of the business, the future outlook and the risks and uncertainties faced
by the company in the Strategic Report.
Directors
The following directors have held office during the period, and up to the date of this report,
were as follows:
Jason Brewer (appointed 9 November 2023)
Theo Botoulas (appointed 16 May 2025)
Sean Heathcote (appointed 9 November 2023
Jackline Muchai (appointed 9 November 2023)
Bongani Raziya (appointed 9 November 2023)
James Longley
Charles Tatnall
Quinton van der Burgh (appointed 3 March 2024, resigned 3 July 2025)
Directors’ indemnity
The Company has appropriate Directors and Officers Liability Insurance in place to protect
the Company's directors, from personal liability in the event of legal claims made against
them for alleged wrongful acts committed in their managerial capacity.
Gender of Directors and Employees
The Board of Directors consists of four directors based in Africa and three in the United
Kingdom, with one female director and two representatives of ethnic minority. The Board
recognises that it currently does not meet the requirements of the diversity targets as
detailed out in Policy Statement PS 22/3 of the Listing Rules and DTR requirements, on
gender or ethnicity.
35
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
The Company will look to recruit and develop a diverse and more gender-balanced team as
its advances its uranium mine development strategy in South Africa.
Going Concern
The Directors have prepared the financial statements on a going concern basis. See Note
2.1 a) for more details.
Risk Management
There is no formal programme of hedging for either commodity, interest rate or foreign
exchange at this stage. However, where appropriate, such risks are managed through
purchase or sale contracts with suppliers, banks or other institutions or companies.
Financial risk management is detailed out in note 4 to these consolidated financial
statements.
Principal Risks and Uncertainties
The principal risks and uncertainties are included in the Strategic Report above and note 4
to these consolidated financial statements.
Substantial Interests
As at 30 September 2024, the Directors has been notified of the following holdings
representing 3% or more of the issued share capital of the Company:
Shareholder
Ordinary shares
of 0.1pence
Percentage of the
Company’s
Ordinary Share
Capital
Hargreaves Lansdown (Nominees) Limited *
574,799,779
38.86%
Interactive Investor Services Nominees
Limited 182,834,322 12.36%
Global Prime Partners Ltd
140,763,059
9.52%
Pershing Nominees 113,787,785 7.69%
Vidacos Nominees Limited
91,208,309
6.17%
The Bank of New York (Nominees) Limited
77,724,461
5.25%
HSDL Nominees Limited
73,727,973
4.98%
South African Branch Register
70,492,150
4.77%
James Brealy Crest Nominees Limited
66,627,342
4.50%
Gathoni Muchai Investments Limited
59,015,306
3.99%
36
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
Current Director Shareholdings
James Longley 127,103,466 8.59%
Charles Tatnall 80,599,790 5.45%
Sean Heathcote 74,500,000
5.04%
Bongani Raziya 68,860,000
4.65%
Jason Brewer# 59,015,306
3.99%
Jackline Muchai# -
-
Theo Botoulas -
-
* includes the shares of James Longley and Sean Heathcote
** Jason Brewer and Jackline Muchai hold their shares through Gathoni Muchai Investments Ltd
There are 1,479,132,972 Ordinary Shares in issue at 30 September 2024.
The Company's capital consists of ordinary shares which are traded on the London Stock
Exchange and deferred shares. There are no restrictions on the transfer of securities in the
Company or restrictions on voting rights and none of the Company's shares are owned or
controlled by employee share schemes. There are no arrangements in place between
shareholders that are known to the Company that may restrict voting rights, restrict the
transfer of securities, result in the appointment or replacement of Directors amend the
Company's Articles of Association or restrict the powers of the Company's Directors,
including in relation to the issuing or buying back by the Company of its shares.
Details of share issues post year end are outlined in Note 26 Events after the reporting
period.
Directors’ Interests
The beneficial interests of the Directors who held office at 30 September 2024 and their
connected parties in the share capital of the Company is included in the Remuneration
Report.
Directors’ Remuneration
Directors’ remuneration is disclosed in the Remuneration Report.
Environmental and Social Governance (“ESG”) and SECR Reporting
This is detailed in the Strategic Report above.
Corporate Governance
A report on Corporate Governance is set out below in the Corporate Governance Report.
Supplier Payment Policy
It is the Company’s payment policy to pay its suppliers in conformance with industry norms.
Trade payables are paid in a timely manner within contractual terms agreed between the
two parties. Trade payable days were 234 days for the year ended 30 September 2024. A
trade payable figure has not been provided for 2023 as it is distorted by the limited expenses
for the period incurred.
37
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
Financial Risk and Management of Capital
The major balances and financial risks to which the Company is exposed to and the controls
in place to minimise those risks are disclosed in Note 4. The Board considers and reviews
these risks on a strategic and day-to-day basis in order to minimise any potential exposure.
Financial instruments
The Company has not used into any financial instrument products or entered into any such
arrangements to hedge against interest rate or exchange rate risk.
Auditors
The auditors, Moore Kingston Smith LLP were appointed as the Company’s auditors on 20
November 2024 and have expressed their willingness to continue in office. A resolution
proposing that they be re-appointed will be put at a General Meeting.
Political and Charitable Contributions
No political or charitable donations were made during the year (2023: £nil).
Post Balance Sheet Events
Details of post reporting date events are disclosed in Note 26 to the consolidated financial
statements.
Website Publication
The Directors are responsible for ensuring the Annual Report and the financial statements
are made available on its website.
The financial statements are published on the Company’s website in accordance with
legislation in the United Kingdom governing the preparation and dissemination of financial
statements, which may vary from legislation in other jurisdictions. The maintenance and
integrity of the Company’s website is the responsibility of the Directors.
Annual General Meeting (“AGM”)
The Company will hold its next AGM later in 2025 - the date will be announced on the
Company website and through RNS.
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements
in accordance with applicable law and regulations.
Company law requires the directors to prepare Company financial statements for each
financial period or year. Under that law the Directors have elected to prepare the financial
statements in accordance with 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 of the
profit or loss for that period. 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;
38
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
state whether they have been prepared in accordance with UK adopted International
Accounting Standards; 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 accounting records that are sufficient
to show and explain the Company’s and Group’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company and Group. They are also
responsible for safeguarding the assets of the Company and Group and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and
financial information included on the Company’s website.
Each of the Directors, whose names and functions are listed on the Company information
page confirm that, to the best of their knowledge and belief:
• the financial statements prepared in accordance with UK adopted International
Accounting Standards give a true and fair view of the assets, liabilities, financial
position, and loss of the Group; and
• the Annual Report and financial statements, including the Strategic Report, includes a
fair review of the development and performance of the business and the position of the
Company and Group, together with a description of the principal risks and uncertainties
that they face.
Statement of Disclosure to Auditors
Each person who is a Director at the date of approval of this Annual Report confirms that:
so far as the Directors are aware, there is no relevant audit information of which the
Company’s auditors are unaware;
each Director has taken all the steps that he or she ought to have taken as Director in
order to make him or herself aware of any relevant audit information and to establish
that the Company’s auditors are aware of that information; and
each Director is aware of and concurs with the information included in the Strategic
Report.
Events After the Reporting Date
Further information on events after the reporting date are set out in the Strategic Report
and in Note 26 to the financial statements.
This Directors’ Report was approved by the Board and signed on its behalf by:
Director
Jason Brewer
1 December 2025
39
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR TO 30 SEPTEMBER 2024
Remuneration Committee
Responsibilities and Role of the Remuneration Committee
The Committee is responsible for determining and recommending to the Board, the
framework for the remuneration of the Company’s Executive. It also monitors the
remuneration of the Group’s senior managers.
The key duties of the Committee include:
• Setting the Company’s overall remuneration policy;
• Determining individual remuneration packages, including base salary, performance-
related pay, share options and other benefits;
• Ensuring remuneration is sufficient to attract and retain high-quality executives, while
aligning rewards with the Company’s strategic objectives and long-term shareholder
value creation;
• Overseeing implementation and performance of share-based incentive schemes; and
• Monitoring compliance with relevant regulatory and governance standards.
Membership of the Committee
The members of the Committee, are:
• James Longley (Chairman)
• Charles Tatnall
All members of the Committee are Non-executive Directors and are recognised by the Board
as capable of bringing independent judgement to bear.
The membership of the Committee has been unchanged during the reporting period.
Meetings and Attendance
During the financial year ended 30 September 2024, the Remuneration Committee
met twice, with both members in attendance.
Meetings were attended by Charles Tatnall and James Longley and Jason Brewer attended
both meetings by invitation.
Between meetings, the Committee Chairman maintained regular contact with management
to discuss the Company’s performance and associated remuneration to existing and newly
recruited senior staff and Directors.
Components of Executive and Senior Management Remuneration
Basic Salary
This is a fixed cash sum, payable monthly. Salaries are reviewed annually by the
Remuneration Committee in the light of individual performance, experience in the role and
market comparisons.
40
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
DIRECTORS’ REMUNERATION REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
Annual Bonus
Executive Directors’ remuneration typically comprises a base salary, performance-related
bonus, and participation in equity incentive arrangements. Non-Executive Directors receive
fees that reflect the time commitment and responsibilities of their roles and participate in
performance or equity-linked remuneration.
Performance related payments have been agreed and designed to align the Directors’
interests with those of the Company's shareholders and by linking pay to the Company’s
performance and achievement of key corporate, financial and strategic goals. This is
considered in line with good corporate governance practice and is aimed at encouraging
Directors to focus on the Company’s profitability, long-term growth, and value addition for
shareholders.
Long-Term Incentive Plans
From time to time, the Executive Directors and other senior employees are, in the future,
invited to participate in Long-Term Incentive Plans (“LTIPs”), whereby options to acquire
ordinary shares in the Group are awarded subject to the achievement of various
performance criteria. One such LTIP arose on 29 April 2024 and is detailed below.
The Board believes that such plans are an important element of overall executive
remuneration and assist in aligning the financial interests of Executive Directors and other
senior employees with those of the shareholders. Details of this LTIP and awards made
under it are set out below.
Directors’ Remuneration for the Year ended 30 September 2024 (audited)
The remuneration of the Directors who served during the period from 1 October 2023 to 30
September 2024 is disclosed within Note 9 of the financial statements.
Directors’ Service Contracts and Letters of Appointment
The Directors have entered into service agreements and letters of appointment with the
Group and the principal terms are as follows:
41
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
DIRECTORS’ REMUNERATION REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
Date of
latest
agreement
Name Position Commencement
of period of
office
Contractual
annual
salary or
fees (£)
Notice
period
16 May 2025 Theo
Botoulas
Chief
Executive
Officer
16 May 2025 150,000 6 months
9 November
2023
Jason
Brewer
Executive
Chairman
9 November 2023 96,000 6 months
9 November
2023
Sean
Heathcote
Executive
Technical
Director
9 November 2023 149,500 6 months
9 November
2023
Bongani
Raziya
Non-
Executive
Director
9 November 2023 30,000 6 months
9 November
2023*
Charles
Tatnall
Non-
Executive
Director
9 November 2023 96,000 6 months
9 November
2023
Jackline
Muchai
Non-
Executive
Director
9 November 2023 30,000 6 months
9 November
2023*
James
Longley
Non-
Executive
Director
9 November 2023 96,000 6 months
3 March
2024**
Quinton van
der Burgh
Non-
Executive
Director
3 March 2024 Nil 6 months
*Charles Tatnall and James Longley were employed as Directors of Stranger Holdings PLC
prior to the RTO and commenced their period of office on 22 October 2015.
**There was no salary or fee agreed in respect of Quinton van der Burgh. Quinton van der
Burgh resigned on 3 July 2025.
Long-Term Incentive Plan (“LTIP”)
The NEO Energy Metals PLC Executive Share Option Scheme
The LTIP contains performance criteria measuring achievements of the Company’s
corporate, financial and strategic goals. This includes such goals as, growth in the
attributable mineral resources of the Company, the performance of the Company’s share
price both on a stand-alone basis and against peer companies, increase in the Company’s
financial performance including growth in net asset position, earnings per share growth and
in liquidity and profitability.
On 29 April 2024 the directors agreed to introduce a share option scheme which was
approved by the board of the directors of the Company. The scheme has authorised the
issue of 150,000,000 share options over 150,000,000 ordinary shares of £0.0001 to the
directors. The Share Options are to have an exercise price of 1.25p and have an expiry date
of 31 May 2029. The directors were issued with the following options:
42
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
DIRECTORS’ REMUNERATION REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
Jason Brewer 30,000,000 share options
Sean Heathcote 30,000,000 share options
James Longley 20,000,000 share options
Charles Tatnall 20,000,000 share options
Jackline Muchai 20,000,000 share options
Bongani Raziya 20,000,000 share options
A further 10,000,000 share options are reserved for future issue to key employees of the
Company.
A share-based payment charge relating to the above options has been included in the
Statement of Comprehensive income of £25,153 (2023: £Nil). Further information can be
found in Note 21.
Non-Executive Directors’ Remuneration
Non-Executive Directors receive fees that reflect the time commitment and responsibilities
of their roles and may also participate in performance or equity-linked remuneration.
Two non-executive Directors received a basic annual fee of £96,000 per annum and other
Non-executive Directors received a basic salary of £30,000 per annum.
Recruitment Policy
Base salary levels, in future, will consider market data for the relevant role, internal
relativities, their individual experience and their current base salary. Where an individual is
recruited at below market norms, they may be re-aligned over time, subject to performance
in the role. Benefits will generally be in accordance with the approved policy. For external
and internal appointments, the Board may agree that the Company will meet certain
relocation and/or incidental expenses as appropriate.
Service agreements and terms of appointment (audited)
The directors have service contracts with the company as disclosed in the prospectus
which may be found on the Company’s new website at https://neoenergymetals.com.
43
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
DIRECTORS’ REMUNERATION REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
Directors' emoluments (audited)
The table below sets out the remuneration received by the directors for the period ended 30
September 2024:
Salary
Fixed
Fees
Fixed
Bonuses
Variable
Total
Director 2024 2024 2024 2024
£ £ £ £
Jason Brewer - 70,865
427,615
498,480
Sean Heathcote 137,042 - - 137,042
Jackline Muchai - 26,833 - 26,833
Bongani Raziya - 26,833 - 26,833
James Longley - 75,866 317,966 393,832
Charles Tatnall - 75,866
317,966
393,832
Total 137,042 276,263 1,063,547 1,476,852
Three of the Directors fees and bonuses were paid to a third party as detailed below:
Director Company
Jason Brewer Gathoni Muchai Investments Limited
James Longley Chapman Longley Limited
Charles Tatnall Brookborne Limited
During the year the following prepayment of fees relating to the year ending 30 September
2025 (2023: £nil) were made:
Director Company
Amount (£)
Jason Brewer Gathoni Muchai Investments Limited
21,897
James Longley Chapman Longley Limited
21,716
Charles Tatnall Brookborne Limited
42,989
Total
86,602
The balance is included as amounts owed by directors in note 17 and note 24.
44
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
DIRECTORS’ REMUNERATION REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
For the year ended 30 September 2024, excluding the impact of the RTO, the Directors
received the following remuneration:
Salary
Fixed
Fees
Fixed
Bonuses
Variable
Total
Director 2024 2024 2024 2024
£ £ £ £
Jason Brewer - 145,866
427,615
573,481
Sean Heathcote 137,042 - - 137,042
Jackline Muchai - 26,833 - 26,833
Bongani Raziya - 26,833 - 26,833
James Longley - 155,866
317,966
473,832
Charles Tatnall - 155,866
317,966
473,832
Total 137,042 511,264 1,063,547 1,711,853
The fees above include a ‘sign-on fee’ of £60,000 each for James Longley, Charles Tatnall
and Jason Brewer. In addition, there were other accrued fees relating to services prior to
the RTO on 9 November 2023. These amounted to £20,000 for James Longley and Charles
Tatnall and £15,000 for Jason Brewer.
No pension contributions were made by the Company on behalf of its Directors, and no
excess retirement benefits have been paid out to current or past Directors.
In the period ended 30 September 2023, two Directors were remunerated via the Company,
Stranger Holdings PLC:
Salary
Fixed
Fees
Fixed
Bonuses
Variable
Total
Director 2023 2023
2023 2023
£ £
£ £
James Longley - 149,157
-
149,157
Charles Tatnall - 149,157
-
149,157
Total - 298,314
- 298,314
The Directors who were appointed under contracts on 9 November 2023 and therefore did
not receive any remuneration from the Group prior to this date.
Payment for loss of Office
If a contract is to be terminated, the Company will determine such mitigation as it considers
fair and reasonable in each case. No compensation for loss for any terminated contract was
made in the year or subsequent to the year end.
The Company reserves the right to make additional payments where such payments are
made in good faith in discharge of an existing legal obligation (or by way of damages for
breach of such an obligation); or by way of settlement or compromise of any claim arising in
connection with the termination of an Executive Director’s office or employment.
45
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
DIRECTORS’ REMUNERATION REPORT (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
Percentage change tables
The Directors have considered the requirement for the percentage change tables
comparing the Chief Executive Officer’s percentage change of remuneration to that of the
average employee to not provide any meaningful information at this time to the
shareholders as most of the employees are Directors. The Directors will review the inclusion
of this table for future reports.
Relative Importance of spend on pay (audited)
The table below illustrates a comparison between total remuneration to distributions to
shareholders and loss before tax for the financial period ended 30 September 2024 (there
was no Group remuneration in 2023):
Period ended Employee
remuneration
Distributions to
shareholders
Operational cash
outflow
£ £ £
30 September 2024 1,489,001 - (542,920)
Employee remuneration only includes fees payable to the Directors. Further details can be
found above.
Operational cash outflow has been shown in the table above as cash flow monitoring and
forecasting in an important consideration for the Board when determining cash-based
remuneration for Directors and employees.
Approval by shareholders
At the next Annual General Meeting of the Company a resolution approving this report is to
be proposed as an ordinary resolution. The Board considers shareholder feedback received
and guidance from shareholder bodies. This feedback, plus any additional feedback
received from time to time, is considered as part of the Company’s annual policy on
remuneration.
This Report was approved by the Remuneration Committee on 1 December 2025.
Signed on Behalf of the Board
James Longley
Committee Chairman
46
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
AUDIT COMMITTEE REPORT
FOR THE YEAR TO 30 SEPTEMBER 2024
Composition and Responsibilities
The Audit Committee comprises:
James Longley (Chairman);
Jason Brewer; and
Charles Tatnall.
The Audit Committee reports to the Board and has responsibility for monitoring the integrity
of the Company’s financial statements and related formal announcements, and for
reviewing and challenging, where necessary, the actions and judgments of management in
relation to the financial reporting process.
The Audit Committee also oversees the relationship with the external auditor, including
recommending their appointment and remuneration, reviewing the effectiveness of the
audit process, and ensuring auditor independence and objectivity are maintained.
Other responsibilities include:
Reviewing the effectiveness of the Company’s internal controls and risk management
systems;
Monitoring the integrity and clarity of financial reporting and compliance with
accounting standards;
Considering any significant accounting estimates or judgements;
Reviewing the arrangements by which employees may, in confidence, raise concerns
about possible improprieties in financial reporting or other matters; and
Overseeing the Company’s policies on business conduct and compliance.
The Committee operates under formal terms of reference approved by the Board, which are
reviewed annually.
Meetings and Attendance
During the financial year ended 30 September 2024 and in respect of the audit of the
Company’s financial statements shortly after the year end, the Audit Committee met twice,
with all members in attendance.
Meetings were attended, by Jason Brewer, Charles Tatnall and James Longley, together with
representatives of the external auditor.
Between meetings, the Committee Chairman maintained regular contact with management
and the auditor to discuss audit planning, key accounting matters, and progress of the
external audit.
Significant Areas of Review
During the year, and as part of the year-end process, the Committee focused on the
following key matters:
47
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
AUDIT COMMITTEE REPORT (continued)
FOR THE YEAR TO 30 SEPTEMBER 2024
Review of the accounting treatment of the RTO completed in November 2023 and
related disclosure of post-balance-sheet events;
Assessment of going concern assumptions and cash flow forecasts;
Review of the impairment assessment of exploration and evaluation assets;
Consideration of the Group’s accounting policies and their application in the Annual
Report and Accounts;
Review of the Chairman’s Statement and other narrative sections for factual accuracy
and consistency with the audited financials; and
Evaluation of the external audit plan and discussion of audit findings prior to
recommendation for Board approval.
External Auditor
The Audit Committee oversaw the performance of the external auditor, Moore Kingston
Smith LLP, in the period following their appointment on 20 November 2024, reviewed the
scope and results of the audit, and assessed the auditor’s independence and objectivity.
The Committee was satisfied that the audit was effective and that the auditor remained
independent throughout the period under review.
A resolution to re-appoint the auditor will be proposed at the next Annual General Meeting.
Internal Controls and Risk Management
The Audit Committee reviewed the Company’s internal control and risk management
framework.
Although the Company does not have a dedicated internal audit function due to its size and
nature, the Committee is satisfied that there are adequate processes in place for monitoring
key financial and operational controls and that any significant issues are reported promptly
to the Board.
Committee Conclusion
The Directors have reviewed the 2024 Annual Report and Accounts in detail, including the
accounting policies, significant estimates and judgements, and the external audit findings.
The Directors are satisfied that the financial statements are fair, balanced and
understandable and that they provide the information necessary for shareholders to assess
the Company’s and Group’s performance, business model and strategy.
This report was approved by the Board on 1 December 2025
Signed on behalf of the Board
James Longley
Committee Chairman
48
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
CORPORATE GOVERNANCE REPORT
FOR THE YEAR TO 30 SEPTEMBER 2024
Introduction
The Company recognises the importance of, and is committed to, high standards of
Corporate Governance.
As a listed company in the transition category of the London Stock Exchange, the Company,
is not required to follow the UK Code of Corporate Governance. However, the Directors
recognise the importance of sound corporate governance and do observe, where practical,
the requirements of the UK Corporate Governance Code. The UK Corporate Governance
Code can be found at frc.org.uk/our-work/publications/Corporate-Governance.
The Company has also adopted the Quoted Company Alliance Corporate Governance Code
for Small and Medium size Companies (2018) (the ‘QCA Code’) to their corporate
processes. They believe this is the most appropriate recognised governance code for a
company of the Company’s size and with a listing on the London Stock Exchange.
The QCA Code has ten principles of corporate governance that the Company is committed
to maintain within the foundations of its business activities.
These principles are:
1. Establish a strategy and business model which promote long-term value for
shareholders;
2. Seek to understand and meet shareholder needs and expectations;
3. Take into account wider stakeholder and social responsibilities and their implications
for long term success;
4. Embed effective risk management, considering both opportunities and threats,
throughout the organisation;
5. Maintain the board as a well-functioning balanced team led by the Chair;
6. Ensure that between them the Directors have the necessary up to date experience,
skills and capabilities;
7. Evaluate board performance based on clear and relevant objectives, seeking
continuous improvement;
8. Promote a corporate culture that is based on ethical values and behaviours;
9. Maintain governance structures and processes that are fit for purpose and support
good decision-making by the Board; and
10. Communicate how the Company is governed and is performing by maintaining a
dialogue with shareholders and other relevant stakeholders.
The Board has voluntarily adopted the Model Code for Directors’ dealings contained in the
Listing Rules of the UK Listing Authority. The Board will be responsible for taking all proper
and reasonable steps to ensure compliance with the Model Code by the Directors.
Compliance with the Model Code is being undertaken on a voluntary basis and the FCA will
not have the authority to (and will not) monitor the Company’s voluntary compliance with
the Model Code, nor to impose sanctions in respect of any failure by the Company to so
comply.
49
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
CORPORATE GOVERNANCE REPORT (Continued)
FOR THE YEAR TO 30 SEPTEMBER 2024
Prior to the acquisition of Mayflower Energy Metals Limited and completion of the Reverse
Takeover and during the period under review, the Company was a small company with a
modest resource base. The Company had a clear mandate to optimise the allocation of
limited resources to support its development plans. As such, the Company strives to
maintain a balance between conservation of limited resources and maintaining robust
corporate governance practices. As the Company evolves, the Board is committed to
enhancing the Company’s corporate governance policies and practices deemed
appropriate for the size and maturity of the organisation.
Set out below are the corporate governance practices for the year ended 30 September
2024.
Leadership
The Company is headed by an effective Board which is collectively responsible for the long-
term success of the Company.
The role of the Board - The Board sets the Company’s strategy, ensuring that the necessary
resources are in place to achieve the agreed strategic priorities, and reviews management
and financial performance. It is accountable to shareholders for the creation and delivery
of strong, sustainable financial performance and long-term shareholder value. To achieve
this, the Board directs and monitors the Company’s affairs within a framework of controls
which enable risk to be assessed and managed effectively. The Board also has
responsibility for setting the Company’s core values and standards of business conduct and
for ensuring that these, together with the Company’s obligations to its stakeholders, are
widely understood throughout the Company.
The Company adopted a new Financial Position and Prospects Procedures (“FPPP”)
following the acquisition of Mayflower Energy Metals Limited and completion of the RTO.
Prior to this the Company did not have an FPPP as the Company had no operations and only
two Directors. This situation was maintained for the whole of the period under review.
Board Meetings - The core activities of the Board are carried out in scheduled meetings of
the Board.
These meetings are timed to link to key events in the Company’s corporate calendar and
regular reviews of the business are conducted. Additional meetings and conference calls
are arranged to consider matters which require decisions outside the scheduled meetings.
During the year, the Board met on sixteen occasions.
Outside the scheduled meetings of the Board, the Directors maintain frequent contact with
each other to discuss any issues of concern they may have relating to the Company or their
areas of responsibility, and to keep them fully briefed on the Company’s operations.
Matters reserved specifically for Board - The Board has a formal schedule of matters
reserved that can only be decided by the Board.
50
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
CORPORATE GOVERNANCE REPORT (Continued)
FOR THE YEAR TO 30 SEPTEMBER 2024
The key matters reserved are the consideration and approval of:
The Company’s overall strategy.
Financial statements and dividend policy.
Management structure including succession planning, appointments, and
remuneration, material acquisitions and disposal, material contracts, major capital
expenditure projects and budgets.
Capital structure, debt and equity financing and other matters.
Risk management and internal controls.
The Company’s corporate governance and compliance arrangements.
Corporate policies.
Summary of the Board’s work in the period – During the year, the Board considered all
relevant matters within its remit but focused in particular on the establishment of the
Company and the identification of a suitable investment opportunity for the Company to
pursue which it has now concluded.
Application of Principles of Good Governance by the Board of Directors
The Board, in the period under review, comprised Sean Heathcote, Jason Brewer, Bongani
Raziya, Jackline Muchai, Charles Tatnall, James Longley and Quinton van der Burgh.
Theo Botoulas joined the Board and Quinton van der Burgh resigned from the Board post
year end.
The Board is currently comprised of four Non-Executive Directors and three Executive
Directors.
Four Directors are based in Africa and three in the United Kingdom, with one female Director
and two representatives of ethnic minorities.
There are regular Board Meetings each year and other meetings are held as required to
direct the overall company strategy and operations with the aim of delivering long term
shareholder value. The value to shareholders is to be derived from the completion of the
RTO. Board Meetings follow a formal agenda covering matters specifically reserved for
decision by the Board. These cover key areas of the Company's affairs including overall
strategy, acquisition policy, approval of budgets, major capital expenditure and significant
transactions and financing issues. The Board is also responsible for the effectiveness of the
Company’s risk management and internal control systems. The Board believes these are
working effectively, but recognises the ongoing need for identification, evaluation and
management if significant risks.
The Board met sixteen times during the year. Outside of the scheduled meetings, the
Directors maintain frequent contact with each other to discuss any issues of concern they
may have relating to the Company or their areas of responsibility, and to keep them fully
briefed on the Company's operations. Where Directors have concerns which cannot be
resolved about the running of the company, or a proposed action, they will ensure that their
concerns are recorded in the Board minutes.
51
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
CORPORATE GOVERNANCE REPORT (Continued)
FOR THE YEAR TO 30 SEPTEMBER 2024
Attendance of meetings
Member Role Meetings attended
Sean Heathcote
Jason Brewer
Executive Director
Executive Chairman
-
16
Theo Botoulas Executive Director -*
Bongani Raziya Non-Executive Director 12
Jackline Muchai Non-Executive Director 14
Charles Tatnall Non-Executive Director 16
James Longley Non-Executive Director 16
Quinton van der Burgh Non-Executive Director -**
* Theo Botoulas joined the Board post year end.
** Quinton van der Burgh was appointed on 3 March 2024 and resigned 3 July 2025.
The Board is pleased with the high level of attendance and participation of most Directors
at Board meetings. Some Directors were unable to attend for personal reasons.
The Company only formed a Nomination Committee during the year under review following
the completion of the RTO. Furthermore, new governance procedures have been put in
place with a new FPPP.
Nomination Committee
The Nomination Committee comprises Charles Tatnall (Chairman), Bongani Raziya and
Jackline Muchai. The Committee is responsible for reviewing the structure, size,
composition and succession planning of the Board and its Committees, and for
recommending appointments of new Directors to the Board.
Its primary objectives are to ensure that:
• The Board and its Committees comprise individuals with the appropriate balance of
skills, experience, independence and knowledge of the Company;
• There is an orderly succession of Directors and senior executives;
• Diversity of background, experience and thought is considered in all Board
appointments; and
• Appointments and succession plans support the Company’s strategic and operational
objectives.
The Committee operates under formal terms of reference approved by the Board, which are
reviewed annually.
During the financial year ended 30 September 2024, some of the key activities undertaken
by the Nomination Committee included:
Oversight of Board composition following completion of the RTO in November 2023;
Confirmation of the appointments of Jason Brewer as Chairman and James Longley,
Jacqueline Muchai, Bongani Raziya and Charles Tatnall as Non-Executive Directors
together with Sean Heathcote as an Executive Director and post year end, Theo
Botoulas, as Chief Executive;
52
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
CORPORATE GOVERNANCE REPORT (Continued)
FOR THE YEAR TO 30 SEPTEMBER 2024
Review of the balance of Executive and Non-Executive representation on the Board;
Consideration of future succession planning in line with the Company’s anticipated
growth strategy;
Review of Committee structures and updated terms of reference to ensure good
governance alignment post-transaction; and
The Committee also considered the Board’s future needs in terms of technical, financial
and governance expertise as the Company’s operations expand, and confirmed that the
current Board composition provides an appropriate balance at this stage of
development.
Board Composition and Diversity
The Nomination Committee recognises the benefits of diversity on the Board, including
gender, age, cultural background and professional experience. Appointments are made on
merit, having regard to the skills and experience required for the effective oversight of the
Company.
The Board currently comprises three Executive Directors and four Non-Executive Directors,
providing a suitable blend of industry experience, financial expertise, and governance
oversight.
Succession Planning
The Nomination Committee maintains an ongoing review of succession arrangements for
both the Board and key management roles. Given the Group’s current stage of
development, the Committee’s focus is on ensuring that key leadership roles are supported
by clear delegation of authority and operational continuity. As the Company progresses, the
Committee intends to broaden its search for additional independent non-executive
representation to strengthen governance and stakeholder engagement.
Director Re-Election and Performance Evaluation
All Directors are subject to re-election at the first AGM following their appointment and
thereafter at intervals in accordance with the Articles of Association. During the year, the
Committee considered the performance and contribution of each Director and concluded
that all continued to perform effectively and demonstrate commitment to their roles.
Committee Conclusion
The Nomination Committee is satisfied that the current composition of the Board is
appropriate for the Company’s size and strategic direction, and that effective succession
planning arrangements are in place. The Committee will continue to monitor Board balance,
diversity and effectiveness as the Group advances its operational and corporate
development strategy.
The Directors have a number of other commitments but believe that these do not impact on
their ability to direct the Company.
Diversity
The Company is committed to a culture of equal opportunities for all, regardless of age, race
or gender.
53
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
CORPORATE GOVERNANCE REPORT (Continued)
FOR THE YEAR TO 30 SEPTEMBER 2024
Shareholder Relations
The Board acts on behalf of its shareholders to deliver long term value. In order to
accomplish this, the Board keeps a number of channels of communication open to better
understand the views of the shareholders. Open and transparent communication with
shareholders is given high priority. All Directors are kept aware of changes in major
shareholders in the Company and are available to meet with shareholders who have
specific interests or concerns. Regular updates to record news in relation to the Company
and the status of its activities released on the London Stock Exchange website.
The Directors are available to meet with institutional shareholders to discuss any issues and
gain an understanding of the Company's business, its strategies and governance.
At every AGM individual shareholders are given the opportunity to put questions to the
Chairman and to other members of the Board that may be present. Notice of the AGM is
sent to shareholders at least 21 working days before the meeting.
This report was approved by the Board on 1 December 2025.
Signed on Behalf of the Board
Jason Brewer
Director
54
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
Independent Auditor’s Report to the members of Neo Energy Metals Plc
Disclaimer of opinion
We were engaged to audit the financial statements of Neo Energy Metals Plc (formerly Stranger
Holdings Plc) (‘the Company’) and its subsidiaries (‘the Group’) for the year ended 30 September
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 Cash Flows, the Consolidated and Parent Company Statements of Changes in
Equity, 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.
We do not express an opinion on the financial statements of the Group or the Company.
Because of the significance of the matters described in the basis for disclaimer of opinion
section of our report, we have not been able to obtain sufficient appropriate audit evidence to
provide a basis for an audit opinion on the financial statements.
Basis for disclaimer of opinion
As disclosed in note 2.1(a) to the financial statements, the financial statements of the Group
and Company are prepared on the assumption that the Group and Company will continue as a
going concern.
The Group’s assets are not currently generating any revenue, and the Group has reported
operating losses of £8.1m during the year. Based on management’s cashflow forecasts for the
period ending 31 December 2027, the Group is not expected to generate sufficient cash from its
current level of operations to enable it to meet its working capital requirements for a period of at
least 12 months from the date of these financial statements. As a result, the Group will need to
raise funding to provide additional working capital within the next 12 months.
The ability of the Group to meet its projected expenditure is dependent on these further equity
injections and/or the raising of cash through bank loans or other debt instruments. As of the date
of approval of these financial statements, whilst the directors remain confident of raising
finance, there can be no certainty of it being able to be raised at the required level. A failure to
raise the required funding either from debt or equity injections would mean that the Group would
be unable to meet its liabilities as they fall due for a period of at least 12 months from the date
of approval of the financial statements. We were unable to obtain sufficient appropriate audit
evidence that the required level of funding would be able to be raised.
Consequently, we were unable to obtain sufficient appropriate audit evidence to enable us to
conclude on the Group’s and Company’s ability to continue as a going concern for a period of at
least twelve months from the date of approval of the audit report and therefore whether the use
of the going concern basis of preparation of the financial statements is appropriate. The
financial statements do not reflect any adjustments that would be required should the Group
and Company be unable to continue as a going concern.
Our approach to the audit
Our group audit was scoped by obtaining an understanding of the Group and its environment,
including the Group’s system of internal control, and assessing the risks of material
misstatement in the financial statements. We also addressed the risk of management override
of internal controls, including assessing whether there was evidence of bias by the directors that
may have represented a risk of material misstatement. Our group audit focused on the financial
information of components which, in our view, either individually or in combination, represented
the most significant areas of financial reporting risk or were quantitatively material to the
Group's results.
55
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
Independent Auditor’s Report to the members of Neo Energy Metals Plc (continued)
For those components that presented a higher risk of material misstatement or contributed
significantly to the overall Group’s results or financial position, either a full scope or a specified
audit approach was determined based on their relative materiality to the group and our
assessment of the audit risk. For components requiring a full scope approach, we evaluated
controls by performing walkthroughs over the financial reporting systems identified as part of
our risk assessment, reviewed the financial statements production process and addressed
critical accounting matters. We then undertook substantive testing on significant transactions
and material account baIances.
In order to address the audit risks identified during our planning procedures, the group audit
engagement team performed a full scope audit of the financial statements of the Group and the
Parent Company. A full scope audit was performed by component auditors on the Neo Uranium
Resources South Africa (Pty) Ltd (“NURSA”) sub-consolidation group for the purposes of the
group audit.
Other matters
The consolidated financial statements include comparative figures as at 30 September 2023
which were not audited in accordance with the requirements of the Companies Act 2006 or ISAs
(UK). Accordingly, we do not express an opinion on the comparative figures included in the
financial statements for the period ended 30 September 2023.
Our opinion is not modified in this respect.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current year 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 audit 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.
Key audit matter How our scope addressed the matter -
Going concern (Group and Company) (refer to
note 2.1(a))
The Group has incurred an operating loss of £8.1m
and has not generated any revenue during the year.
Based on management’s cashflow forecasts, for
the period ending 31 December 2027, the Group is
not expected to be generating sufficient cash from
operations to meet its working capital requirements
for a period of at least twelve months from the date
of these financial statements.
Our audit work and conclusion in respect of
going concern has been detailed in the basis
for disclaimer of opinion section of our audit
report.
56
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
Independent Auditor’s Report to the members of Neo Energy Metals Plc (continued)
The Directors have prepared cash flow forecasts
that show that, in the absence of any further debt or
equity funding, the Group will not be in a position to
meet its working capital requirements in the future
and for at least twelve months from the date of
approval of the financial statements.
Given the funding has not been secured at the date
of signing of these financial statements, the ability
of the Group and Company to continue as a going
concern was considered to be a significant risk and
a key audit matter.
Accounting treatment of the reverse takeover of
NURSA (Group) (refer to note 5)
On 9 November 2023, the Company completed a
reverse takeover (“RTO”) of Neo Uranium
Resources South Africa (Pty) Ltd (“NURSA”), a
private South African uranium exploration company
holding the Henkries Uranium Project and Beisa
Project through local subsidiaries.
As part of the RTO, the difference between the fair
value of the equity instruments deemed to have
been issued by NURSA and the fair value of the
identifiable net assets of the company has been
charged to the Statement of Comprehensive
Income as a reverse acquisition expense of
£6,115,898, representing in substance the cost of
obtaining a London Stock Exchange listing.
Given the significance of the transaction which is
reliant upon a number of significant assumptions,
this was considered to be a key audit matter.
The scope of our work included, but was not
restricted to:
• Assessing whether treating the transaction
as a reverse takeover was appropriate by
critically assessing who was the accounting
acquirer;
• Assessing whether the reverse takeover
transaction should be considered a
business combination as defined in IFRS 3
or a share-based payment arrangement
under IFRS 2;
• Verifying the consideration paid for the
transaction to supporting documentation;
• Considering whether acquisition costs have
been included as part of the cost of the
transaction and assessing whether this is in
accordance with the applicable financial
reporting framework;
• Critically assessing management’s
calculation of the fair value of identifiable
assets and liabilities;
• Critically assessing the presentation of the
comparative figures included in the financial
statements and whether they had been
presented correctly in accordance with the
requirements for a reverse takeover; and
57
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
Independent Auditor’s Report to the members of Neo Energy Metals Plc (continued
• Evaluating the accounting policy and
detailed disclosures included in the
financial statements to check whether
information provided in the financial
statements is compliant with the group
accounting policies and relevant accounting
and disclosure requirements.
Key observations
Based on the work performed, we concluded
that the accounting for the RTO as a share-
based payment transaction (namely a payment
by the accounting acquirer to acquire a listing)
and related disclosures in the financial
statements are not materially misstated. We
also concluded that the treatment of the
transaction as an RTO was appropriate.
Valuation of intangible assets (Group) (refer to
note 16)
The carrying value of intangible assets as at 30
September 2024 is £18.3m (2023: £0.5m) which has
not been subject to any provision for impairment at
the reporting date. This is based on valuations of the
Henkries Uranium Project and Beisa Project
performed by external experts which include
significant estimates and judgments.
Given the significance of the amount involved and
judgments applied, the valuation of intangible
assets was considered a key audit matter.
The scope of our work included, but was not
restricted to:
• Critically assessing management’s
summary of the individual IFRS 6 project
assets, including the projected expenditure,
for each project;
• Confirming that the Group has valid title to
the applicable exploration licences, and has
fulfilled any specific conditions therein,
particularly with regard to minimum
expenditure requirements;
• Critically assessing and substantively
testing capitalised exploration and
evaluation expenditure including
consideration of its appropriateness for
capitalisation under IFRS 6;
• Critically assessing the progress of the
individual projects during the year and post
year end;
• Evaluation of management’s impairment
reviews (including review of external experts’
reports) in light of any impairment indicators
identified in accordance with IFRS 6,
including corroboration and challenge
thereof;
• Critically assessing the significant
judgments and estimates included within
the external experts’ reports; and
• Reviewing the disclosures within the
consolidated financial statements.
Key observations
Based on the work performed, we concluded that
the value of intangible assets at the reporting date
is not materially misstated.
58
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
Independent Auditor’s Report to the members of Neo Energy Metals Plc (continued
Valuation of investments (company) (refer to
note 15)
We considered that there was a risk that the
Company’s investment in NURSA of £3.1m (2023:
£nil) as disclosed in note 15 should be subject to
impairment.
Given that the recoverability or otherwise of the
investment was based on the operations of the
subsidiaries that are not revenue generating as at
the reporting date, this was considered a significant
risk and a key audit matter.
The scope of our work included, but was not
restricted to:
• Critically assessing management’s review
of the valuation of investments and the
underlying project assets at the year end
including any impairment indicators;
Critically assessing the pre and post year
end performance of the relevant Group
entities; and
• Reviewing the disclosures within the
consolidated financial statements.
Key observations
Based on the work performed, we concluded
that the valuation of investments held by the
Company was not materially misstated and
that no provision for impairment is required at
30 September 2024.
Valuation of amounts owed by group
undertakings (company) (refer to note 17)
We considered that there was a risk that amounts
owed by group undertakings from NURSA included
in the company financial statements of £1.2m
(2023:£nil) may not be recoverable and
consequently a provision for impairment may be
required.
Given the recoverability was based on operations of
the subsidiaries that are not revenue generating as
at reporting date, this was considered a significant
risk and a key audit matter.
The scope of our work included, but was not
restricted to:
• Critically assessing management’s review of
the valuation of investments and the
underlying project assets at the year end
including any impairment indicators;
• Critically assessing the pre and post year
end performance of the relevant group
entities; and
• Reviewing the disclosures within the
consolidated financial statements.
Key observations
Based on the work performed, we concluded
that valuation of amounts owed by group
undertakings held by the Company are not
materially misstated.
59
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
Independent Auditor’s Report to the members of Neo Energy Metals Plc (continued
Accounting for issue of shares during the year
(Group and company) (refer to note 22)
There were multiple issues of shares during the year
including the issue of placing shares, shares issued to
settle debt and shares issued in lieu of fees. The shares
have been issued for cash and for services rendered.
Given the multiple share issues and the complexities
around the settlement of various external liabilities,
this was considered a significant risk and key audit
matter.
The scope of our work included, but was not
restricted to:
• Obtaining and critically assessing
the list of vendor invoices settled by
issuing equity shares;
• Substantively testing a sample of
invoices to ensure they are genuine
transactions entered into for
business purposes;
• Critically assessing whether the
accounting treatment for equity
shares issued is in accordance with
the relevant financial reporting and
legal requirements; and
• Ensuring the transactions are
appropriately disclosed in the Group
and Parent Company financial
statements.
Key observations
Based on the work performed, we concluded
that the share issues have been
appropriately accounted for and disclosed in
the Group and Company financial
statements.
Our application of materiality
The scope and focus of our audit engagement was influenced by our assessment and
application of materiality. We define materiality as the magnitude of misstatement that could
reasonably be expected to influence the readers and the economic decisions of the users of the
financial statements. We use materiality to determine the scope of our audit engagement and
the nature, timing and extent of our audit procedures and to evaluate the effect of
misstatements, both individually and on the financial statements as a whole.
Due to the nature of the Group, we considered total assets to be the main focus for the users of
the financial statements, and accordingly this consideration influenced our judgement of
materiality. Based on our professional judgement, we determined materiality for the Group to
be £187,000 based on a percentage of assets (1%). Based on our professional judgement, we
determined materiality for the Company to be £43,000, also based on a percentage of total
assets (1%).
On the basis of our risk assessment, together with our assessment of the overall control
environment, our judgement was that performance materiality (i.e. our tolerance for
misstatement in an individual account or balance) for the Group and Company was 50% of
materiality, being £93,500 and £21,500 respectively.
60
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
Independent Auditor’s Report to the members of Neo Energy Metals Plc (continued)
We agreed to report to the Audit Committee all audit differences in respect of the Group and
Company in excess of £9,350 and £2,150 respectively and, as well as differences below that
threshold that, in our view, warranted reporting on qualitative grounds. We also reported to the
Audit Committee on disclosure matters that we identified when assessing the overall
presentation of the financial statements.
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.
Because of the significance of the matter described in the basis for disclaimer of opinion section
of our report, we have been unable to form an opinion whether, 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
Notwithstanding our disclaimer of opinion on the financial statements, in the light of the
knowledge and understanding of the Group and the Company and their environment obtained
in the course of the audit, performed subject to the pervasive limitation described above, we
have not identified material misstatements in the Strategic Report or the Directors’ Report.
Arising from the limitation of our work referred to above:
• we have not received all the information and explanations we require for our audit; and
• we were unable to determine whether adequate accounting records have been kept by
the Company.
We have nothing to report in respect of the following matters where the Companies Act 2006
requires us to report to you if, in our opinion:
• returns adequate for our audit have not been received from branches not visited by us;
or
• the 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.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible
for the preparation of the financial statements and for being satisfied that they give a true and
fair view, and for such internal control as the directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s
and Company’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless the directors either
intend to liquidate the Group or the Company or to cease operations, or have no realistic
alternative but to do so.
61
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
Independent Auditor’s Report to the members of Neo Energy Metals Plc (continued)
Auditor’s Responsibilities for the audit of the financial statements
Our responsibility is to conduct an audit of the Group’s and Company’s financial statements in
accordance with International Standards on Auditing (UK) and to issue an auditor’s report.
However, because of the matter described in the basis for disclaimer of opinion section of our
report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an
audit opinion on these financial statements.
We are independent of the Group and 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.
Explanation as to what extent the audit was considered capable of detecting irregularities,
including fraud
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.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material
misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit
evidence regarding the assessed risks of material misstatement due to fraud, through designing
and implementing appropriate responses to those assessed risks; and to respond appropriately
to instances of fraud or suspected fraud identified during the audit. However, the primary
responsibility for the prevention and detection of fraud rests with both management and those
charged with governance of the Company.
Our approach was as follows:
• We obtained an understanding of the legal and regulatory requirements applicable to the
Group and Company and considered that the most significant are the Companies Act 2006,
UK adopted International Accounting Standards, the Listing Rules, the Disclosure Guidance
and Transparency Rules, and UK taxation legislation.
• We obtained an understanding of how the Company complies with these requirements by
discussions with management and those charged with governance.
• We assessed the risk of material misstatement of the financial statements, including the
risk of material misstatement due to fraud and how it might occur, by holding discussions
with management and those charged with governance.
• We inquired of management and those charged with governance as to any known instances
of non-compliance or suspected non-compliance with laws and regulations.
• Based on this understanding, we designed specific appropriate audit procedures to identify
instances of non-compliance with laws and regulations. This included making enquiries of
management and those charged with governance and obtaining additional corroborative
evidence as required.
• We evaluated managements’ incentives to fraudulently manipulate the financial
statements and determined that the principal risks related to management bias in
accounting estimates and judgemental areas of the financial statements. We challenged
the assumptions and judgements made by management in respect of the significant areas
of estimation, as described in the key audit matters section.
62
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
Independent Auditor’s Report to the members of Neo Energy Metals Plc (continued)
There are inherent limitations in the audit procedures described above. We are less likely to
become aware of instances of non-compliance with laws and regulations that are not closely
related to events and transactions reflected in the financial statements. Also, the risk of not
detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion.
Other matters which we are required to address
Following the recommendation of the Audit Committee, we were appointed by the Company’s
Annual General Meeting (AGM) on 20 November 2024 as auditor of the Company to hold office
until the conclusion of the next AGM of the Company. Our total uninterrupted period of
engagement is one year, covering the year ended 30 September 2024.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group
or Company and we remain independent of the Group and the Company in conducting our audit
engagement.
Our disclaimer of 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 for no purpose other
than to draw to the attention of the Company’s members those matters which we are required
to include in an auditor’s report addressed to them. To the fullest extent permitted by law, we do
not accept or assume responsibility to any party other than the Company and Company’s
members as a body, for our work, for this report, or for the opinions we have formed.
Matthew Banton (Senior Statutory Auditor)
For and on behalf of Moore Kingston Smith LLP, Statutory Auditor
6
th
Floor
9 Appold Street
London
EC2A 2AP
1 December 2025
63
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR TO 30 SEPTEMBER 2024
Note Year
ended
30 September
2024
£
18 months
ended
30 September
2023
Unaudited
£
Administrative (expenses)/income 8 (2,018,319 ) 2,042
Exceptional items - reverse acquisition
expense
5 (6,115,898 ) -
Operating (loss)/profit before finance
costs
(8,134,217 ) 2,042
Finance costs 11 (748 ) -
Other income 12 1,308,036 -
Finance income 11 959 303
(Loss)/profit before tax (6,825,970 ) 2,345
Taxation 13 - -
(Loss)/profit after tax from continuing
operations
(6,825,970 ) 2,345
Total (loss)/profit for the year (6,825,970 ) 2,345
Total (loss)/profit attributable to:
Owners of the Parent Company (6,816,159 ) (374 )
Non-controlling interests (9,811 ) 2,719
(6,825,970 ) 2,345
Other comprehensive income
Items that may be reclassified
subsequently to profit and loss account:
Exchange differences on translation of
foreign operations
(97,397 ) -
Total other comprehensive income (6,923,367 ) 2,345
Total comprehensive income for the
period attributable to:
Owners of the Parent Company (6,913,556 ) (374 )
Non controlling interests (9,811 ) 2,719
(6,923,387) 2,345
(Loss)/earnings per share – basic and
diluted from continuing and total
operations (pence)
14
(0.006 )
The notes on pages 71 to 109 form part of these financial statements.
64
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024
Note
30 September
2024
£
30 September
2023
Unaudited
£
ASSETS
Non-Current Assets
Intangible assets 16 18,282,999 466,928
Total non-current assets 18,282,999 466,928
Current Assets
Trade and other receivables 17 135,933 9,885
Cash and cash equivalents 18 2,585 2,304
Total current assets 138,518 12,189
Total assets 18,421,517 479,117
LIABILITIES
Current Liabilities
Trade and other payables 19 (18,198,248 ) (107,162 )
Loans from related parties 24 (487,745 ) (383,254 )
Borrowings 20 (1,922 ) -
Total current liabilities (18,687,915 ) (490,416 )
Non-current liabilities
Borrowings 20 (26,793 ) -
Total liabilities (18,714,708 ) (490,416 )
Net liabilities (293,191 ) (11,299 )
EQUITY
Share capital – Ordinary shares 22 147,913 145,770
Share capital – Deferred shares 22 131,193 -
Share premium 22 8,661,623 736,782
Merger reserve 22 3,108,987 (882,552 )
Reverse acquisition reserve 5 (2,320,231 ) -
Share options reserve 21 25,153 -
Translation reserve (99,617 ) (2,220 )
Retained earnings (9,932,041 ) 1,457
Capital and reserves attributable to
owners of NEO Energy Metals PLC
(277,020 ) (763 )
Non-controlling interests (16,171 ) (10,536 )
Total Equity (293,191 ) (11,299 )
The financial statements were approved by the Board and authorised for issue on 1 December
2025 and signed on its behalf by:
Jason Brewer
Director
Company Registration No. 09837001
The notes on pages 71 to 109 form part of these financial statements.
65
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024
Note
30 September
2024
£’000
30 September
2023
£’000
ASSETS
Non-Current Assets
Investment in subsidiaries 15 3,139,467 -
Trade and other receivables 17 1,185,233 -
Total non-current assets 4,324,700 -
Current Assets
Trade and other receivables 17 127,455 489,618
Cash and cash equivalents 18 1,080 77
Total current assets 128,535 489,695
Total assets 4,453,235 489,695
LIABILITIES
Current Liabilities
Trade and other payables 19 (481,265) (1,471,353)
Loans from related parties 19/24 (374,406) (212,201)
Borrowings 20 (1,922) (2,217,327)
Total Current Liabilities (857,593) (3,900,881)
Non-current liabilities
Borrowings 20 (26,793) (24,540)
Total Liabilities (884,386) (3,925,421)
Net Assets/(liabilities) 3,568,849 (3,435,726)
EQUITY
Share capital
–
Ordinary shares 22 147,913 145,770
Share capital
–
Deferred shares 22 131,193 -
Share premium 22 8,661,623 736,782
Merger reserve 3,108,987 -
Options reserve 25,153 -
Retained earnings (8,506,020) (4,318,278)
Total Equity 3,568,849 (3,435,726)
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.
The Parent Company’s loss for the period from continuing operations was £1,619,407 (2023:
£899,628).
The financial statements were approved by the Board and authorised for issue on 1
December 2025 and signed on its behalf by:
Jason Brewer
Director
The notes on pages 71 to 109 form part of these financial statements.
66
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR TO 30 SEPTEMBER 2024
Year
ended
30 September
2024
£
18 months
ended
30 September
2023
Unaudited
£
Cash flows from operating activities
Operating (loss)/profit – continuing operations (6,825,970 ) 2,345
Adjustments for:
Write down of bonds (1,308,036 ) -
Gain on cancellation of CLNs on issuance (19,506 ) -
Interest income (959 ) -
Finance costs 748 -
Share-based payments 5,550,637 -
Operating cash (outflows)/ inflows before
working capital movements
(2,603,086 ) 2,345
Increase in trade and other receivables (126,048 ) (93,559 )
(Decrease)/increase in trade and other payables (1,339,857 ) 93,518
Net cash (outflows)/inflows from operating
activities
(1,465,905 ) (41 )
Net cash flows from investing activities
Interest Income 959 -
Net cash inflows from investing activities 959 -
Net cash flows from financing activities
Proceeds from issue of share capital 3,688,243 -
Repayment of borrowings (4,873 ) -
Finance costs (748 ) -
Loans from related parties 483,088 -
Net cash inflows from financing activities 4,165,710 -
Net increase in cash and cash equivalents 97,678 2,304
Cash and cash equivalents at the beginning of the
period
Exchange differences on cash and cash
equivalents
(97,397 )
Cash and cash equivalents at the end of the
period
The notes on pages 71 to 109 form part of these financial statements.
67
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
PARENT COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR TO 30 SEPTEMBER 2024
Year
ended
30 September
2024
£
18 months
ended
30 September
2023
£
Cash flows from operating activities
Operating loss (1,619,407) (899,628)
Adjustments for:
Write down of bonds (1,308,036) -
Share-based payments 25,153 -
Gain on cancellation of CLNs on issuance (19,506) -
Interest income (959) -
Finance costs 198 (32,855)
Operating cash outflows before working capital
movements
(2,922,557) (932,483)
Increase in trade and other receivables (823,070) 11,229
(Decrease)/increase in trade and other payables (311,909) 941,387
Net cash (outflows)/inflows from operating
activities
(1,134,979) 952,616
Net cash flows from investing activities
Interest income 959 -
Net cash inflows from investing activities 959 -
Net cash flows from financing activities
Repayments of borrowings (4,873) (13,911)
Finance costs (198) 32,855
Proceeds from issue of share capital 3,688,243 -
Loans from related parties/(repayment of loans) 374,408 (39,000)
Net cash inflows from financing activities 4,057,580 (20,056)
Net increase in cash and cash equivalents 1,003 77
Cash and cash equivalents at the beginning of the
period
77 -
Cash and cash equivalents at the end of the
period
1,080 77
The notes on pages 71 to 109 form part of these financial statements.
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR TO 30 SEPTEMBER 2024
Share
capital
Ordinary
shares
£
Share
capital
Deferred
shares
£
Share
premium
£
Merger
reserve
£
RTO
reserve
£
Share
options
reserve
£
Translation
reserve
£
Retained
earnings
£
Total
£
Non
controlling
interest
£
Total
£
Balance at 31 March 2022 - - - - - - (2,220 ) (888 ) (3,108 ) (10,536 ) (13,644 )
Loss for the period - - - - - - - 2,345 2,345 - 2,345
Other comprehensive income - - - - - - - - - - -
Total comprehensive income for
the period
Recognition of PLC Equity 145,770 - 736,782 (882,552 ) - - - - - - -
Balance at 30 September 2023
(Unaudited)
Loss for period - - - - - - - (6,816,159 ) (6,816,159 ) (9,811 ) (6,825,970 )
FX movement - - - - - - (97,397 ) - (97,397 ) - (97,397 )
Other comprehensive income - - - - - - - - - - -
Total comprehensive income for
the period
Redesignation from ordinary to
deferred shares
(131,193 ) 131,193 -
Recognition of plc equity at
acquisition date
Issue of shares for acquisition of
subsidiary
Issue of shares for placings 34,094 - 1,624,210 - - - - - 1,658,304 - 1,658,304
Issue of shares to settle debt 21,216 - 1,454,010 - - - - - 1,475,226 - 1,475,226
68
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
Issue of shares in lieu of fees 20,810 - 2,580,440 - - - - - 2,601,250 - 2,601,250
Issue of placing shares December
2023
Issue of placing shares December
2023
Issue of shares April 2024 918 - 67,942 - - - - - 68,860 - 68,860
Issue of placing shares June 2024 3,380 - 250,120 - - - - - 253,500 - 253,500
Issue of placing shares June 2024 86 - 6,413 - - - - - 6,499 - 6,499
Issue of shares August 2024 2,000 - 148,000 - - - - - 150,000 - 150,000
Issue of shares August 2024 588 - 43,529 - - - - - 44,117 - 44,117
Issue of placing shares
September 2024
Cost of shares issued - - - - - - - (2,568,335 ) (2,568,335 ) - (2,568,335 )
Share based payments - 5,550,636 25,153 - - 5,575,789 - 5,575,789
Issue of warrants - - - - - - -
Decrease in equity holding of
subsidiary
Balance at 30 September 2024 147,913 131,193 8,661,623 3,108,987 (2,320,231 ) 25,153 (99,617 ) (9,932,041 ) (277,020 ) (16,171 ) (293,191 )
The notes on pages 71 to 109 form part of these financial statements.
69
70
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR TO 30 SEPTEMBER 2024
Share
capital
Ordinary
shares
£
Share
capital
Deferred
shares
£
Share
premium
reserve
£
Merger
reserve
£
Share options
reserve
£
Retained
earnings
£
Total
£
Balance at 31 March 2022 145,770 - 736,782 - - (3,418,650) (2,536,098)
Loss for the period - - - - - (899,628) (899,628)
Total comprehensive
income for the period
- - - - - (899,628) (899,628)
Balance at 30 September
2023
145,770 - 736,782 - - (4,318,278) (3,435,726)
Loss for period - - - - - (1,619,407) (1,619,407)
Total comprehensive
income for the period
- - - - - (1,619,407) (1,619,407)
Redesignation from
ordinary to deferred
shares
(131,193) 131,193 - - - - -
Issue of shares for
acquisition of subsidiary
30,480 -
-
3,108,987 - - 3,139,467
Issue of shares for
placings
34,094 - 1,624,210 - - - 1,658,304
Issue of shares to settle
debt
21,216 - 1,454,010 - - - 1,475,226
Issue of shares in lieu of
fees
20,810 - 2,580,440 - - - 2,601,250
Issue of placing shares
December 2023
14,000 - 1,036,000 - - - 1,050,000
Issue of placing shares
December 2023
3,880 - 481,120 - - - 485,000
Issue of shares April 2024 918 - 67,942 - - - 68,860
Issue of placing shares
June 2024
3,380 - 250,120 - - - 253,500
Issue of placing shares
June 2024
86 - 6,413 - - - 6,499
Issue of shares August
2024
2,000 - 148,000 - - - 150,000
Issue of shares August
2024
588 - 43,529 - - - 44,117
Issue of placing shares
September 2024
1,884 - 233,057 - - - 234,941
Share based payments - - - - 25,153 - 25,153
Cost of shares issued - - - - - (2,568,335) (2,568,335)
Balance at 30 September
2024
147,913 131,193 8,661,623 3,108,987 25,153 (8,506,020) 3,568,849
The notes on pages 71 to 109 form part of these financial statements.
71
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR TO 30 SEPTEMBER 2024
1. General information
Neo Energy Metals PLC (formally Stranger Holdings PLC) (‘the Company’) following the RTO is
now a Uranium / Yellowcake mining and exploration company incorporated in the United
the front of the Annual Report. The Company is limited by shares and was incorporated and
registered in England and Wales on 22 October 2015 as a private limited company and re-
registered as a public limited company on 14 November 2016.
2 Accounting policies
2.1 Basis of Accounting
These financial statements of Neo Energy Metals PLC (formally Stranger Holdings PLC) have
been prepared in accordance with UK adopted International Accounting Standards and in
accordance with the Companies Act 2006. The financial statements have been prepared under
the historical cost convention.
The principal accounting policies adopted are set out below. These policies have been
consistently applied.
The preparation of financial statements in conformity with UK adopted International Accounting
Standards requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Company’s accounting
policies. The areas involving a higher degree of judgment or complexity, or areas where
assumptions and estimates are significant to the consolidated financial statements are
disclosed in Note 3. The preparation of financial statements in conformity with IFRSs requires
management to make judgments, estimates and assumptions that affect the application of
accounting policies and reported amounts of assets, liabilities, income and expenses. Although
these estimates are based on management’s experience and knowledge of current events and
actions, actual results may ultimately differ from these estimates.
The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to
accounting estimates are recognised in the period in which the estimates are revised if the
revision affects only that period or in the period of the revision and future periods if the revision
affects both current and future periods.
The consolidated financial statements are presented in GBP, which is the functional currency of
the Group, and all values are rounded to the nearest £1, except when otherwise indicated.
a) Going concern
The consolidated financial statements have been prepared on a going concern basis. The
Group’s assets are not currently generating revenues and therefore the Group has incurred an
operating loss of £8,134,217 (2023: £2,042 profit) in the period. The Group has net liabilities of
£293,191 (2023: £11,299) at 30 September 2024. The Directors have prepared a profit and
cashflow forecast for the period ending 31 December 2026 which shows that an operating loss
is forecast in the 12 months subsequent to the date of these financial statements, and that the
Company and Group are unable to pay their liabilities in full without additional funding, The
Group therefore will need to raise funding to provide additional working capital within the next
12 months to meet its liabilities as they fall due.
72
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
a) Going concern (continued)
The ability of the Group to meet its projected expenditure is dependent on these further equity
injections and / or the raising of cash through bank loans or other debt instruments. The
Directors acknowledge the disclaimer of opinion in respect of going concern, included in the
audit report, but the Directors remain confident of raising finance and therefore, the Directors
consider it appropriate to prepare the consolidated financial statements on a going concern
basis.
The consolidated financial statements do not include the adjustments that would result if the
Group were unable to continue as a going concern.
b) Reverse acquisition
The accounting treatment of the reverse acquisition (see note 5), the comparatives for the 18
months ended 30 September 2023, as well as the Statement of Financial Position as at 30
September 2023, represent those of Neo Uranium Resources South Africa (Pty) Ltd (“NURSA”).
The share capital and share premium balances are those of Neo Energy Metals PLC. The results
for the year ended 30 September 2024, as well as the Statement of Financial Position as at 30
September 2024, represent those of NURSA for the whole period and those of Neo Energy Metals
PLC from 9 November 2023 to 30 September 2024. Whilst reverse acquisition accounting is a
departure from the standard consolidation practice under the Companies Act 2006 (the “Act”)
of the legal parent consolidating the legal subsidiary, its adoption is necessary for the financial
statements to present a true and fair view as required by the Act.
c) New standards, amendments to standards and interpretations
There were no new standards or interpretations impacting the Company and Group that have
been adopted in the annual financial statements for the year ended 30 September 2024, and
which have given rise to changes in the Company’s and Group’s accounting policies.
d) Standards and interpretations in issue but not yet effective or not yet relevant
At the date of authorisation of these financial statements the following Standards and
Interpretations which have not been applied in these financial statements were in issue but not
yet effective:
| Standard | Application | Effective date |
| IAS 1 | Classification of Liabilities as Current or Non- | |
| Current | ||
| 1 January 2024 | ||
| IAS 1 | Non-current Liabilities with Covenants | 1 January 2024 |
| IAS 7 and IFRS 7 | Supplier Finance Arrangements | 1 January 2024 |
| IAS 8 | Accounting Policies - Changes in Accounting | |
| Estimates and Errors | ||
| 1 January 2025 | ||
| IFRS 16 | Lease Liability in a Sale and Leaseback | 1 January 2024 |
| IFRS 18 | Presentation and Disclosure in Financial | |
| Statements | ||
| 1 January 2027 | ||
| IFRS 19 | Subsidiaries without Public Accountability: | |
| Disclosures. | ||
| 1 January 2027 |
73
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
The Company intends to adopt these Standards for the respective financial years beginning
after the effective dates. The Directors do not anticipate the adoption of any of these
standards, except IFRS 18, as issued by IASB, but not yet effective, to have a material
impact on the financial statements of the Company or Group but will review each standard
in due course. The Directors have not yet assessed the impact of IFRS 18 on the financial
statements.
2.2 Basis of consolidation/Business Combination
Subsidiaries are all entities (including structured entities) over which the Group has control.
The Group controls an entity when the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its
power over the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control ceases.
The Group applies IFRS 3, the acquisition method to account for business combinations.
The consideration transferred for the acquisition of a subsidiary is the fair values of the
assets transferred, the liabilities incurred to the former owners of the acquiree and the
equity interests issued by the group. The consideration transferred includes the fair value
of any asset or liability resulting from a contingent consideration arrangement. Identifiable
assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition date. The Group
recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition
basis, either at fair value or at the non-controlling interest’s proportionate share of the
recognised amounts of acquiree’s identifiable net assets.
Acquisition-related costs are expensed as incurred in the consolidated financial
statements and are accounted for as part of the cost of investment in the parent company
financial statements.
Any contingent consideration to be transferred by the Group is recognised at fair value at
the acquisition date. Subsequent changes to the fair value of the contingent consideration
that is deemed to be an asset or liability is recognised either in profit or loss or as a change
to other comprehensive income. Contingent consideration that is classified as equity is not
re-measured, and its subsequent settlement is accounted for within equity.
Asset Acquisitions
Acquisitions of mineral exploration licences through the acquisition of non-operational
corporate structures that do not represent a business and therefore do not meet the
definition of a business combination, are accounted for as the acquisition of an asset.
The consideration for the asset is allocated to the assets based on their relative fair values
at the date of acquisition.
Inter-company transactions, balances and unrealised gains on transactions between
group companies are eliminated. Unrealised losses are also eliminated.
74
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
2.3 Financial assets and liabilities
The Company classifies its financial assets at fair value through profit or loss or as loans
and receivables and classifies its financial liabilities and other financial liabilities at
amortised cost. Management determines the classification of its investments at initial
recognition, A financial asset or liability is measured initially at fair value. At inception
transaction costs that are directly attributable to the acquisition or issue, for an item not at
fair value through profit or loss, is added to the fair value of the financial asset and deducted
from the fair value of the financial liabilities.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determined
payments that are not quoted on an active market. They arise when the Company and
Group provides money, goods or services directly to a debtor with no intention of trading
the receivable. Loans are recognised when funds are advanced to the recipient. Loans and
receivables are carried at amortised cost using the effective interest method (see below).
Other financial liabilities
Other financial liabilities are non-derivative financial liabilities with fixed or determined
payments.
Other financial liabilities are recognised when cash is received from a depositor. Other
financial liabilities are carried at amortised cost using the effective interest method. The fair
value of the other liabilities repayable on demand is assumed to be the amount payable on
demand at the reporting date.
Derecognition
Financial assets are derecognised when the rights to receive cash flows from the financial
assets have expired or where the Group has transferred substantially all the risks and
rewards of ownership. In transactions in which the Group neither retains nor transfers
substantially all the risks and rewards of ownership of a financial asset and retains control
over the asset, the Group continues to recognise the asset to the extent of its continuing
involvement, determined by the extent to which it is exposed to changes in the value of the
transferred asset. There have not been any instances where assets have only been partly
derecognised. The Group derecognises a financial liability when its contractual obligations
are discharged, cancelled or expired.
Amortised cost measurement
The amortised cost of a financial asset or financial liability is the amount at which the
financial asset or liability is measured at initial recognition, minus principal payments, plus
or minus the cumulative amortisation using the effective interest method of any differences
between the initial amount recognised and maturity amount, minus any reduction to
impairment.
75
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
Fair value measurement
Fair value is the amount for which an asset could be exchanged, or a liability settled,
between knowledgeable, willing parties in an arm’s length transaction on the measurement
date. The fair value of assets and liabilities in active markets are based on current bid and
offer prices respectively. If the market is not active the Company establishes fair value by
using other financial liabilities appropriate valuation techniques. These include the use of
recent arm’s length transactions, reference to other instruments that are substantially the
same for which market observable prices exist, net of present value and discounted cash
flow analysis.
2.4 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and other short-term highly
liquid investments with original maturities of three months or less.
2.5 Borrowings
Borrowings are recognised initially at fair value, net of transactions costs incurred.
Borrowings are subsequently carried at amortised cost: any difference between the
proceeds (net of transaction costs) and the redemption value is recognised in the income
statement over the period of the borrowings using the effective interest method.
Fees paid on the establishment of the loan facilities are recognised as transaction costs of
the loan to the extent that it is probable that some or all of the facility will be drawn down.
In this case, the fee is deferred until the draw down occurs. To the extent there is no
evidence that it is probable that some or all of the facility will be drawn down, the fee is
capitalised as a pre-payment for liquidity services and amortised over the period of the
facility to which it relates.
Borrowing costs
All other borrowing costs are recognised in the profit or loss in the period in which they are
incurred.
2.6 Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of a
Company after deducting all of its liabilities. Equity instruments issued are recorded at the
proceeds received net of direct issue costs.
The share premium account represents premiums received on the initial issuing of the
share capital. Any transaction costs associated with the issuing of shares are deducted
from share premium, net of any related income tax benefits. Any bonus issues are also
deducted from share premium.
The reverse acquisition reserve was recognised during the formation of the Group when the
legal acquiree was considered to be the accounting acquirer. As the accounting acquiree
was not a business under IFRS 3, a part of the transaction was outside the scope of IFRS 3.
This resulted in the recognition of a ‘reverse acquisition reserve’ on consolidation and is set
out in more detail in note 5.
76
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
The translation reserve policy is set out below in 2.8.
Retained earnings include all current and prior period results as disclosed in the Statement
of Comprehensive Income, less dividends paid to the owners of the Company.
2.7 Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from
net profit as reported in the statement of comprehensive income because it excludes items
of income and expense that are taxable or deductible in other years, and it further excludes
items that are never taxable or deductible. The Company’s liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by the end of
the reporting period.
Deferred tax is recognised on temporary differences between the carrying amount of assets
and liabilities in the consolidated financial statements and the corresponding tax bases
used in the computation of taxable profit. Deferred tax liabilities are generally recognised
for all taxable temporary differences.
Deferred tax assets are generally recognised for all deductible temporary differences to the
extent that it is probable that taxable profits will be available against which those
deductible temporary differences can be utilised. Such deferred tax assets and liabilities
are not recognised if the temporary differences arise from goodwill or from the initial
recognition (other than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period
and reduced to the extent that it is no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply
in the period in which the liability is settled or the asset realised. The measurement of
deferred tax assets and liabilities reflects the tax consequences that would follow from the
manner in which the Company expects, at the end of the reporting period, to recover or
settle the carrying amount of its assets and liabilities.
Current or deferred tax for the year is recognised in profit or loss, except when it relates to
items that are recognised in other comprehensive income or directly in equity, in which
case the current and deferred tax is also recognised in other comprehensive income or
directly in equity respectively. Where current tax or deferred tax arises from the initial
accounting for a business combination, the tax effect is included in the accounting for the
business combination.
77
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
On 23 May 2023, the International Accounting Standards Board (the “Board”) issued
International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12 which clarify
that IAS 12 applies to income taxes arising from tax law enacted or substantively enacted
to implement the Pillar Two model rules published by the OECD, including tax law that
implements Qualified Domestic Minimum Top-up Taxes. The Group has adopted these
amendments. However, they are not yet applicable for the current reporting year as the
Group's consolidated revenue is currently below the threshold of €750 million.
2.8 Foreign currency translation
In preparing the financial statements of the Group entities, transactions in currencies other
than the entity’s functional currency (foreign currencies) are recognised at the rates of
exchange prevailing on the dates of the transactions. At each reporting date, monetary
assets and liabilities that are denominated in foreign currencies are retranslated at the
rates prevailing at that date. Non-monetary items carried at fair value that are denominated
in foreign currencies are translated at the rates prevailing at the date when the fair value
was determined. Non-monetary items that are measured in terms of historical cost in a
foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the period in which they arise except
for:
• exchange differences on foreign currency borrowings relating to assets under
construction for future productive use, which are included in the cost of those assets when
they are regarded as an adjustment to interest costs on those foreign currency borrowings;
• exchange differences on transactions entered into to hedge certain foreign currency
risks (see below under financial instruments/hedge accounting); and
• exchange differences on monetary items receivable from or payable to a foreign
operation for which settlement is neither planned nor likely to occur in the foreseeable
future (therefore forming part of the net investment in the foreign operation), which are
recognised initially in other comprehensive income and reclassified from equity to profit or
loss on disposal or partial disposal of the net investment.
For the purpose of presenting consolidated financial statements, the assets and
liabilities of the Group’s foreign operations are translated at exchange rates prevailing
on the reporting date. Income and expense items are translated at the average
exchange rates for the period, unless exchange rates fluctuate significantly during that
period, in which case the exchange rates at the date of transactions are used.
Exchange differences arising, if any, are recognised in other comprehensive income
and accumulated in a foreign exchange translation reserve (attributed to non-
controlling interests as appropriate).
78
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
2.9 Share-based payments
The Group issued warrants in the period which were accounted for as equity settled share
based payment transactions with employees. The fair value of the employees services
received in exchange for these warrants is recognised as an expense in the profit and loss
account with a corresponding increase in equity in the Share-based payment reserve. As
there are no vesting conditions for these warrants the expense was recognised immediately
and will not be subsequently revisited. Fair value is determined using Black-Scholes option
pricing models.
The Group has also adopted an incentive plan to issue its management Performance Shares
based on non-market based performance conditions. These are valued by management
using the fair value of the equity instrument expected to be received and a judgement of the
likelihood for these conditions to be met. At the end of each reporting period, the Group
revises its estimate of the number of shares that are expected to be awarded.
Where equity instruments are granted to persons other than employees, the statement of
comprehensive income is charged with the fair value of the goods and services received.
2.10 Intangible assets
Exploration and evaluation assets
Intangible assets represent exploration and evaluation assets (IFRS 6 assets), being the
cost of acquisition by the Group of rights, licences and know-how. Such expenditure
requires the immediate write-off of exploration and development expenditure that the
Directors do not consider to be supported by the existence of commercial reserves.
All costs associated with mineral exploration and investments, are capitalised on a project-
by-project basis, pending determination of the feasibility of the project. Costs incurred
include appropriate technical and administrative expenses but not general overheads and
these assets are not amortised until technical feasibility and commercial viability is
established. If an exploration project is successful, the related expenditures will be
transferred to “mining assets” and amortised over the estimated life of the commercial ore
reserves on a unit of production basis. Where a licence is relinquished or a project
abandoned, the related costs are written off.
The recoverability of all exploration and development costs is dependent upon the
discovery of economically recoverable reserves, the ability of the Group to obtain
necessary financing to complete the development of reserves and future profitable
production or proceeds from the disposition thereof.
Exploration and evaluation assets shall no longer be classified as such when the technical
feasibility and commercial viability of extracting mineral resources are demonstrable.
When relevant, such assets shall be assessed for impairment, and any impairment loss
recognised, before reclassification to “Mine development”
.
2.11 Investments
Investment in subsidiaries are measured at cost less impairment.
79
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
2.12 Other income (including bond and loan settlements)
Other income comprises items that are not derived from the Group’s principal revenue-
generating activities. It includes incidental income streams such as investment income,
foreign exchange gains, and gains arising from financing settlements.
Gains or losses arising from the settlement, extinguishment, or derecognition of the
Group’s own bond or loan facilities are recognised in accordance with IFRS 9 Financial
Instruments. When a bond or loan liability is settled, cancelled, or legally released, the
difference between the carrying amount of the liability and the consideration paid is
recognised immediately in profit or loss. Such gains are presented within “Other income”
in the consolidated statement of profit or loss, unless material enough to warrant separate
presentation.
2.13 Convertible loan notes
The component parts of convertible loan notes issued by the Group are classified
separately as financial liabilities and equity in accordance with the substance of the
contractual arrangements. A conversion option that will be settled by the exchange of a
fixed amount of cash or another financial assets for a fixed number of the Company’s own
equity instruments is an equity instrument.
At the date of issue, the fair value of the liability component is estimated using the prevailing
market interest rate for a similar non-convertible instrument. This amount is recorded as a
liability on an amortised cost basis using the effective interest method until extinguished
upon conversion or at the instrument’s maturity date.
The conversion option classified as equity is determined by deducting the amount of the
liability component from the fair value of the compound instrument as a whole. This is
recognised and included in equity, net of income tax effects, and is not subsequently
remeasured. In addition, the conversion option classified as equity will remain in equity
until the conversion option is exercised, in which case, the balance recognised in equity will
be transferred to the convertible loan note reserve. Where the conversion option remains
unexercised at the maturity date of the convertible loan note, the balance recognised in
equity will be transferred to retained earnings. No gain or loss is recognised in profit or loss
upon conversion or expiration of the conversion option.
Transaction costs that relate to the issue of the convertible loan notes are allocated to the
liability and equity components in proportion to the allocation of the gross proceeds.
Transaction costs relating to the equity component are recognised directly in equity.
Transaction costs relating to the liability component are included in the carrying amount of
the liability component and are amortised over the lives of the convertible loan notes using
the effective interest method.
2.14 Net financing costs
Net financing costs comprise interest payable on borrowings calculated using the effective
interest rate method, interest receivable funds invested, foreign exchange gains and
losses, and gains and losses on hedging instruments that are recognised in the income
statement.
80
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
Interest income is recognised in the income statement as it accrues, using the effective
interest method. The interest expense component of finance lease payment is recognised
in the income statement using the effective interest rate method.
2.15 Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting
provided to the chief operating decision makers. The Chief Operating Decision Maker
(“CODM”), who are responsible for allocating resources and assessing performance of the
operating segments, has been identified as the executive Board of Directors. The Directors
are of the opinion that the business of the Group is currently focused on two reportable
geographical segments being the UK and South Africa.
2.16 Exceptional items
Exceptional items are those that, in the judgement of the Directors, are material and non-
recurring in nature, and are therefore disclosed separately within the consolidated
statement of profit or loss to provide a clearer understanding of the Group’s underlying
performance.
Exceptional items may include significant restructuring costs, acquisition-related
expenses, impairment charges, or gains and losses arising from major transactions that are
not expected to recur in the normal course of business.
Reverse Acquisition Expense
During the year, the Group completed a reverse acquisition of Neo Uranium Resources
South Africa (Pty) Ltd.
Under IFRS 3 paragraph B20–B27, the accounting acquirer recognises a listing expense
(reverse acquisition expense) representing the difference between:
• the fair value of the shares the legal subsidiary would have had to issue to acquire the
listed entity, and
• the fair value of the identifiable net assets of the listed entity.
This non-cash expense does not represent a genuine outflow of resources but arises from
the accounting presentation required under IFRS 3.
Accordingly, the reverse acquisition expense of £6,115,898 has been presented as an
exceptional item within the consolidated statement of comprehensive income.
3 Critical accounting estimates and judgments
The key assumptions concerning the future, and other key sources of estimation
uncertainty at the reporting period that may have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year,
are discussed below.
Accounting treatment of the RTO
Significant judgement is required when considering the accounting treatment of the RTO.
The Directors have to consider key factors including determining the accounting acquirer
and acquiree are and determining the fair value of the assets and liabilities being acquired
in connection with the reverse takeover.
81
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
Accounting for acquisitions and fair value
Acquisitions are accounted for at fair value. The assessment of fair value is subjective and
depends on a number of assumptions. These assumptions may include assessment of
estimated resources, cost of bringing these resources to commercial production levels,
discount rates, and the amount and timing of expected future cash flows from assets and
liabilities. In addition, the selection of specific valuation methods for individual assets and
liabilities requires judgment.
The specific valuation methods applied will be driven by the nature of the asset or liability
being assessed. The consideration given to a seller for the purchase of a business or a
company is accounted for at its fair value. When the consideration given includes elements
that are not cash, such as shares or options to acquire shares, the fair value of the
consideration given is calculated by reference to the specific nature of the consideration
given to the seller.
Impairment of investments and loans to subsidiaries
The Group and Company assess at each reporting date whether there is any objective
evidence that investments of £3,139,467 and loans to subsidiaries of £1,185,233 are
impaired. To determine whether there is objective evidence of impairment, a considerable
amount of estimation is required in assessing the ultimate realisation of these investments
of £3,139,467 and non-current receivables of £1,185,233, including valuation,
creditworthiness and future cashflows. As at the year end the Directors do not assess there
to be any impairment of these amounts.
Share-based payments
The Group issues shares and warrants to its employees, directors, investors and suppliers.
These are valued in accordance with IFRS 2 “Share-based payments” resulting in a charge
of £25,153 (2023: £nil). In calculating the related charge on issuing shares and warrants the
Group uses a variety of estimates and judgements in respect of inputs used including share
price volatility, risk free rate, and expected life. Changes to these inputs may impact the
related charge.
Valuation of deferred consideration payable
The Group has recorded a contingent consideration liability of £0.45m as at 30 September
2024 relating to the reverse acquisition of Neo Uranium Resources South Africa (Pty) Ltd. An
estimate must be made when determining the value of contingent consideration to be
recognised at each balance sheet date. Changes in assumptions could cause an increase,
or reduction, in the amount of contingent consideration payable, with a resulting charge or
credit in the consolidated income statement.
Recoverable value of intangible assets
The Group has intangible assets with a carrying value of £18,282,999 (2023: £466,928) at 30
September 2024. Costs capitalised in respect of the Group’s mining assets are required to
be assessed for impairment in accordance with IFRS 6. Such an estimate requires the
Group to exercise judgement in respect of the indicators of impairment and also in respect
of inputs used in the models which are used to support the carrying value of the assets.
Such inputs include estimates of uranium and gold reserves, production profiles, uranium
and gold price, capital expenditure, inflation rates, and pre-tax discount rates that reflect
current market assessments of (a) the time value of money; and (b) the risks specific to the
asset for which the future cash flow estimates have not been adjusted. The Directors
concluded that there was no impairment as at 30 September 2024.
82
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
4 Financial risk management
The Group’s activities may expose it to some financial risks. The Group’s overall risk
management programme focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Group’s financial performance.
a) Liquidity risk
Liquidity risk arises from the possibility that the Group and its subsidiaries might encounter
difficulty in settling its debts or otherwise meeting its obligations related to financial
liabilities. In addition to equity funding, additional borrowings have been secured to finance
operations. The Group manages this risk by monitoring its financial resources and carefully
plans its expenditure programmes. Financial liabilities of the Group comprise trade
payables which mature in less than six months, convertible loan notes as referenced in
note 20 and deferred consideration that is payable in shares.
b) Capital risk
The Group’s objective when managing capital is to safeguard the entity’s ability to continue
as a going concern and develop its uranium and gold exploration, development and
production activities to provide returns for shareholders and benefits for other
stakeholders.
The Group’s capital structure comprises all the components of equity (all share capital,
share premium, retained earnings when earned and other reserves). When considering the
future capital requirements of the Group and the potential to fund specific project
development via debt, the Directors consider the risk characteristics of the underlying
assets in assessing the optimal capital structure.
c) Credit risk
Credit risk is the risk that the Group will suffer a financial loss as a result of another party
failing to discharge an obligation and arises from cash and other liquid investments
deposited with banks and financial institutions. The Group considers the credit ratings of
banks and institutions in which it holds funds to reduce exposure to credit risk. The Group
considers that it is not exposed to major concentrations of credit risk.
The currency profile of the Group’s cash and cash equivalents is as follows:
| 30 | ||
| September | ||
| 2024 | ||
| 30 | ||
| September | ||
| 2023 | ||
| Unaudited | ||
| Cash and cash equivalents | £ | £ |
| Sterling | 1,080 | - |
| South African Rand | 1,505 | 2,304 |
| 2,585 | 2,304 |
On the assumption that all other variables were held constant, and in respect of the
Group’s cash position, the potential impact of a 20% increase in the Pound Sterling will be
negligible.
83
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
The banks where these balances are held, and their respective credit rating is outlined
below.
| Bank | Fitch | Moody’s | S&P |
| Absa | AA+ - B | Not available | zaAAA |
| Standard Bank | B - BB- | Ba2 | Not available |
Fair value hierarchy
All the financial assets and financial liabilities recognised in the financial statements which
are short-term in nature are shown at the carrying value which also approximates the fair
values of those financial instruments. Therefore, no separate disclosure for fair value
hierarchy is required.
d) Market risk
Market risk arises from the Group’s use of interest bearing and foreign currency financial
instruments. It is the risk that future cash flows of a financial instrument will fluctuate
because of changes in interest rates (interest rate risk), and foreign exchange rates
(currency risk).
e) Price risk
Price risk arises from the exposure to equity securities arising from investments held by the
Group. No traded equity investments are held by the Group and therefore no risk has been
identified. The Group is also exposed to price risk relating to the underlying commodity
prices of gold and uranium, but given that the Group is not in production there is no impact
on the results of the Group.
f) Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk arising from
various currency exposures, primarily with respect to Pound Sterling, US Dollar and South
African Rand. Foreign exchange risk arises from recognised monetary assets and liabilities,
where they may be denominated in a currency that is not the Group’s functional currency.
g) Categories of financial instruments
In terms of financial instruments, these solely comprise of those measured at amortised
costs and are as follows:
| Group | Company | |||
| 30 September | ||||
| 2024 | ||||
| 30 | ||||
| September | ||||
| 2023 | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| 30 | ||||
| September | ||||
| 2023 | ||||
| £ | £ | £ | ||
| £ | ||||
| Trade and other payables | 18,111,646 | 107,162 | 394,663 | 1,471,353 |
| Financial liabilities | 18,111,646 | 107,162 | 394,663 | 1,471,353 |
| Cash and cash | ||||
| equivalents | ||||
| 2,585 | ||||
| 2,304 | ||||
| 1,080 | ||||
| 77 | ||||
| Trade and other | ||||
| receivables | ||||
| 135,933 | 9,885 | |||
| 127,455 | ||||
| 489,618 | ||||
| Financial assets | 138,518 | 12,189 | 128,535 | 489,695 |
84
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
5 Reverse Acquisition
On 9 November 2023, the Company (then “Stranger Holdings PLC”) completed a reverse
takeover (“RTO”) of Neo Uranium Resources South Africa (Pty) Ltd (“NURSA”), a private South
African uranium exploration company holding the Henkries Uranium Project and Beisa Project
through local subsidiaries.
In accordance with IFRS 3 ‘Business Combinations’, IFRS 10 ‘Consolidated Financial
Statements’ and IFRS 2 ‘Share based Payments, the transaction has been accounted for as a
reverse acquisition. The shareholders of NURSA became the controlling shareholders of the
legal parent, Neo Energy Metals PLC (“the Company”), by virtue of holding a majority of the
voting rights following completion. The legal parent (Neo Energy Metals PLC, formerly Stranger
Holdings PLC) did not meet the definition of a business under IFRS 3 and therefore the
transaction falls outside the scope of IFRS 3. Accordingly, no goodwill has been recognised and
the difference between the fair value of the equity instruments deemed to have been issued by
NURSA and the fair value of the identifiable net assets of Neo Energy Metals PLC has been
charged to the Statement of Comprehensive Income as a reverse acquisition expense of
£6,115,898, representing in substance the cost of obtaining a London Stock Exchange listing.
Share issues and consideration:
| Date | Description | No. of Ordinary | ||
| Shares Issued | ||||
| Issue Price | ||||
| (pence) | ||||
| Consideration / | ||||
| Purpose | ||||
| 9 November | ||||
| 2023 | ||||
| Consideration | ||||
| Shares – issued | ||||
| to NURSA | ||||
| shareholders on | ||||
| completion of | ||||
| RTO | ||||
| 304,802,666 | 1.03 | Equity for | ||
| acquisition of | ||||
| NURSA (Pty) Ltd | ||||
| 9 November | ||||
| 2023 | ||||
| Placing and | ||||
| Subscription | ||||
| (First Round) | ||||
| 761,198,802 | 0.75 – 1.25 | Gross fund- | ||
| raise £4.9 | ||||
| million | ||||
| December 2023 | ||||
| – September | ||||
| 2024 | ||||
| Further Placings | ||||
| & Settlements | ||||
| 267,361,504 | 0.75 – 1.25 | To settle loans, | ||
| fees and | ||||
| working capital | ||||
| Various 2024 – | ||||
| 2025 | ||||
| Shares in lieu of | ||||
| fees (Directors | ||||
| & Advisers) | ||||
| 70,306,668 | 0.75 Non | -cash | ||
| settlement of | ||||
| fees | ||||
| 2025 Milestone | ||||
| Tranches | ||||
| Performance | ||||
| and Deferred | ||||
| Consideration | ||||
| Shares | ||||
| 381,466,667 | 0.75 | Linked to | ||
| resource and | ||||
| licence | ||||
| milestones |
85
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
Acquisitions completed and pending
Henkries Uranium Project – 100% interest acquired via Desert Star Trading 130 (Pty) Ltd from
Desert Star Proprietary Limited. The final sale and purchase agreement was signed on 29 March
2022 (see RTO Prospectus, Part I §3). Consideration was satisfied through issue of equity and
contingent deferred consideration.
Beisa Uranium Project – acquisition of prospecting rights from Sunshine Mineral Resources (Pty)
Ltd. The purchase price was ZAR 402.5 million (£17.6 million), with an initial deposit of ZAR 2.5
million (£110,822) paid in the year, with the balance payable as 50% cash and 50% shares upon
Section 11 registration at the
the Department of Mineral Resources and Energy in South
Africa
.
Deferred consideration and performance milestones
Up to 100 million Deferred Consideration Shares may be issued on achievement of specific
milestones: (1) Updated JORC resource > 10 million tonnes U₃O₈ @ ≥399 ppm (50% trigger); (2)
Grant of a mining right on the Henkries Project (50% trigger); (3) Completion of an approved sale
of a controlling interest in the Company (100% trigger). Deferred shares have no dividend or
voting rights and may be redeemed for £0.01 in aggregate. Additional tranches of Performance
Shares are allotted to directors and key executives upon meeting operational milestones
defined in the RTO Prospectus §2.11. There were no performance shares awarded during the
year ended 30 September 2024.
Options and warrants
Warrants: 275,350,455 warrants were issued on Re-Admission, exercisable at 2 pence per
Ordinary Share within two years of issue.
Share options: Awards to directors and employees under IFRS 2 have been measured using the
Black-Scholes model; assumptions include expected volatility 103%, risk-free rate 3.9%,
expected life 5 years, dividend yield 0 %. Fair value charge recognised in the year: £25,153.
Equity and reserves impact
Following completion of the RTO and subsequent fundraising, the share capital increased to
£147,913, the share premium increased to £8,661,623, the reverse acquisition reserve of
£2,320,231 arose on consolidation and parent company equity is positive at £3.57 million as of
30 September 2024.
Summary
The RTO transformed Neo Energy Metals PLC from a cash shell into an operational uranium and
gold exploration group with substantial South African resource interests.
6. Segment reporting
For the purpose of IFRS 8, the CODM takes the form of the board of directors. The Directors are
of the opinion that the business of the Group is focused on two reportable segments as follows:
86
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
• Head office, corporate and administrative, including parent company activities of raising
finance and seeking new investment opportunities, all based in the UK; and
• Uranium exploration and mining operations, all based in South Africa.
The geographical information is the same as the operational segmental information shown
below.
| Year to 30 September 2024 | UK | ||
| £ | |||
| South Africa | |||
| £ | |||
| Total | |||
| £ | |||
| Administrative expenses | (2,363,338) | 345,019 | (2,018,319) |
| Reverse acquisition expenses | (6,115,898) | - | (6,115,898) |
| Operating (loss)/profit | (8,479,236) | 345,019 | (8,134,217) |
| Finance costs | 198 | (946) | (748) |
| Other income | 1,308,036 | - | 1,308,036 |
| Finance income | 959 | - | 959 |
| (Loss)/profit before ta | |||
x | |||
| (7,170,043) | 344,073 | (6,825,970) | |
| Net (liabilities)/assets | |||
| Assets | 128,534 | 18,292,983 | 18,421,517 |
| Liabilities | (330,214) | (18,384,494) | (18,714,708) |
| Net (liabilities)/assets | (201,680) | (91,511) | (293,191) |
The comparatives for the unaudited eighteen month period ended 30 September 2023 are for
those of NURSA only. The operations of NURSA for that period were all based in South Africa.
7 Capital management
For the purpose of the Group’s capital management, capital includes issued capital, share
premium and all other equity reserves attributable to the equity holders of the parent. The
primary objective of the Group’s capital management is to maximise the shareholder value. The
Group manages its capital structure and makes adjustments in light of changes in economic
conditions. To maintain or adjust the capital structure in the long term, the Group may adjust
future dividend payments to shareholders, return capital to shareholders or issue new shares.
The Group monitors capital using a gearing ratio, which is ‘net debt’ divided by total capital plus
net debt. The Group includes within net debt, interest bearing loans and borrowings, trade and
other payables, less cash, excluding discontinued operations.
| 30 September | ||
| 2024 | ||
| 30 September | ||
| 2023 | ||
| £ | £ | |
| Interest bearing loans | (26,793) | - |
| Trade and other payables | (18,198,248) | (27,642) |
| Less : cash and short term deposits | 2,585 | 2,304 |
| Net debt | (18,222,456) | (25,338) |
| Equity | (277,020) | (763) |
| Total capital | (277,020) | (763) |
| Capital and net debt | (18,499,476) | (26,101) |
| Gearing ratio | 99% | 97% |
87
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
The table below provides a reconciliation of the Group’s and Company’s financing liabilities, as
required by IAS 7.
| Opening | ||||
| balance at 1 | ||||
| October 2023 | ||||
| Unaudited | ||||
| Cash flows | Non-cash | |||
| movements | ||||
| Closing | ||||
| balance | ||||
| at 30 | ||||
| September | ||||
| 2024 | ||||
| Group | ||||
| £ | £ | £ | £ | |
| Unsecured bank loan | - | - | 28,715 | 28,715 |
| Convertible loan notes | - | - | - | - |
| Bond facilit | ||||
y | ||||
| - | - | - | - | |
| Total | ||||
| - | - | 28,715 | 28,715 | |
| Company | ||||
| Unsecured bank loan | 24,540 | (4,873) | 9,048 | 28,715 |
| Convertible loan notes | 190,000 | - | (190,000) | - |
| Bond facilit | ||||
y | ||||
| 2,017,739 | ||||
| - | ||||
| (2,017,739) | - | |||
| Total | ||||
| 2,232,279 | (4,873)- | |||
| (2,198.681) | ||||
| 28,715 |
Cash flow movements represent actual cash inflows and outflows related to financing activities,
such as loan repayments.
Non-cash movements include items that do not give rise to cash flows, such as the conversion
of the bond facility and convertible loan notes into equity, the write-off of the remaining liability
recognised as a credit in the income statement, and the accrual of unpaid interest.
The write-off of the bond facility liability is presented within finance income in the income
statement, consistent with the derecognition of the liability. The conversion of loan notes into
equity is recognised directly in equity.
The opening and closing balances in the table reconcile directly to the respective financing
liability lines in the balance sheet, and the cash flow column aligns with movements presented
within financing activities in the Statement of Cash Flows.
In order to achieve this overall objective, the Group’s capital management aims to ensure that it
meets financial requirements that may be attached to interest-bearing loans and borrowings
that define capital structure requirements.
88
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
8 Group operating loss
| Year ended | ||
| 30 September | ||
| 2024 | ||
| Period ended | ||
| 30 September | ||
| 2023 | ||
| Unaudited | ||
| £ | £ | |
| Wages and salaries (note 9) | 1,489,001 | - |
| Share-based payment expense | 25,153 | - |
| Legal and professional fees | 151,153 | (3,497) |
| Regulatory costs | 79,490 | 219 |
| Audit fees | 135,025 | - |
| Office costs | 95,345 | 1,236 |
| Travel and accommodation expenses | 43,152 | - |
| Total administrative expenses | 2,018,319 | (2,042) |
9. Directors’ and employees
The aggregate payroll costs (including Directors’ remuneration) were as follows:
| Year ended | ||
| 30 September | ||
| 2024 | ||
| Period ended | ||
| 30 September | ||
| 2023 | ||
| Unaudited | ||
| £ | £ | |
| Fees, bonuses, wages and salaries | 1,476,852 | - |
| Social security costs | 12,149 | - |
| 1,489,001 | - |
The average monthly number of persons employed by the Group, including Executive Directors,
was:
| Year ended | ||
| 30 September | ||
| 2024 | ||
| Period ended | ||
| 30 September | ||
| 2023 | ||
| Unaudited | ||
| Directors | 6 | 2 |
| Employees | - | - |
| 6 | 2 |
The remuneration of the highest paid director was £498,480. Full details are outlined in the
Directors Remuneration Report on page 43.
The Directors consider that the key management personnel of the Company and Group are the
Directors only.
89
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
10. Auditors remuneration
Fees incurred during the year in relation to audit are analysed below. There were no fees in
relation to non-audit services.
| Year ended | ||
| 30 September | ||
| 2024 | ||
| Period ended | ||
| 30 September | ||
| 2023 | ||
| £ | £ | |
| Fees payable to the Company’s auditor for the audit of the | ||
| Company’s annual audit | ||
| 125,000 | 70,000 | |
| Fees payable to the component auditor for the audit of | ||
| the Company’s subsidiaries | ||
| 10,025 | - | |
| 135,025 | 70,000 |
The fees in the period ended 30 September 2023 represent those of Neo Energy Metals Plc, in
respect of the audit of the Company's financial statements.
11. Net finance income
| Year ended | ||
| 30 September | ||
| 2024 | ||
| £ | ||
| Period ended | ||
| 30 September | ||
| 2023 | ||
| Unaudited | ||
| £ | ||
| Interest on loans | (748) | - |
| Interest income | 959 | 303 |
| 211 | 303 |
12. Other income
| Year ended | ||
| 30 September | ||
| 2024 | ||
| £ | ||
| Period ended | ||
| 30 September | ||
| 2023 | ||
| Unaudited | ||
| £ | ||
| Other income | 1,308,036 | - |
| 1,308,036 | - |
The other income credit relates to a bond facility write off as detailed below.
Bond facility
The Bond facility of £2,017,739 on 30 September 2023 was extinguished as follows. Resolutions
were passed by the noteholders at a Noteholder meeting with regard to the redemption of these
Series 2017-F2 Loan Notes in full by way of the issue to the Noteholders of their pro rata
entitlement of shares in Neo Energy Metals PLC at a rate of 15p per £1 at a price of 0.75p per
share on the completion of the reverse takeover on 9 November 2023.
90
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
13. Taxation
| Year ended | ||
| 30 September | ||
| 2024 | ||
| Period ended | ||
| 30 September | ||
| 2023 | ||
| Unaudited | ||
| £ | £ | |
| GROUP | ||
| Total current tax | - | - |
| Factors affecting the tax charge for the period | ||
| (Loss)/profit on ordinary activities before taxation | (6,825,970) | 2,345 |
| (Loss)/profit on ordinary activities before taxation | ||
| multiplied by the standard rate of UK tax of 25% (2023: | ||
| 25%) | ||
| (1,706,492) | 586 | |
| Reverse acquisition adjustment | 1,528,975 | - |
| Disallowable expenses | 2,128 | - |
| Tax losses carried forward | 175,389 | (586) |
| Tax (credit)/charge for the period | - | - |
No liability to UK corporation tax arose on ordinary activities for the current period, and no
liability to corporate tax arose on operations in South Africa.
The individual companies in the Group have total unrealised tax losses of £4,927,719 to carry
forward against future profits. There are £4,878,436 of UK tax losses carried forward (2023:
£4,093,379) and £49,283 (ZAR 1,127,873) (2023: £586 (ZAR 12,273)) South African tax losses
carried forward.
No deferred tax asset on losses carried forward has been recognised on the grounds of
uncertainty as to when taxable profits will be generated against which the losses can be
utilised.
14. Earnings per share
Basic earnings per share is calculated by dividing the loss from continuing operations
attributable to equity shareholders of the parent company by the weighted average number
of ordinary shares in issue during the year:
| Year ended | ||
3 | ||
| 0 September | ||
| 2024 | ||
| Period ended | ||
| 30 September | ||
| 2023 | ||
| Unaudited | ||
| £ | £ | |
| Loss after tax attributable to equity holders of the | ||
| parent company | ||
| (6,816,159) | (374) | |
| Weighted average number of ordinary shares | 1,106,192,344 | 145,770,000 |
| Basic and diluted loss per share (pence) from | ||
| continuing and total operations | ||
| (0.6p) | (0.00p) |
91
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
14. Earnings per share (continued)
There is no difference between the diluted loss per share and the basic loss per share presented
given any adjustment is anti-dilutive. Warrants could potentially dilute basic earnings per share
in the future but were not included in the calculation of diluted earnings per share as they are
anti-dilutive for the period presented.
15. Investment in subsidiaries
| Company | £ |
| Cost and net book amount | |
| At 1 October 2023 | - |
| Additions – Neo Uranium Resources South Africa (Pty) Limited (NURSA) | 3,139,467 |
| At 30 September 2024 | 3,139,467 |
Composition of the Group
Information about the composition of the Group at the end of the reporting period is as follows:
| Name | Principal activity | Country of | |
| incorporation and | |||
| registered office | |||
| Group % owned | |||
| subsidiary | |||
| Neo Uranium | |||
| Resources South | |||
| Africa (Pty) Limited | |||
| Uranium | |||
| exploration and | |||
| mining | |||
| South Africa | |||
| Registered office: Loydall Company | |||
| Secretaries, 21 Melinda Road, | |||
| Rosendal.Durbanville, Western Cape | |||
| 7550 | |||
| 100% | |||
| Neo Uranium | |||
| Resources Beisa | |||
| Mine Pty) Limited | |||
| Uranium mining | |||
| and | |||
| development | |||
| South Africa | |||
| Registered office: | |||
| Blue Crane Vista, Twin Palms Street, | |||
| The Wilds Estate Pretorius Park, | |||
| Pretoria Gauteng ,0081 | |||
| 100% | |||
| Desert Star Trading | |||
| 130 Proprietary | |||
| Limited | |||
| Uranium | |||
| exploration and | |||
| mining | |||
| South Africa | |||
| Registered office: | |||
| Suite 7, Denavo House,15 York Street, | |||
| Kensington B,Randburg,2194 | |||
| 50.1% |
All of the subsidiaries identified above are included in the consolidated financial statements.
The holdings in the subsidiaries except NURBM are held directly.
92
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
16. Intangible assets
Group
| Cost and net book amount | Desert Star | ||
| (Henkries) | |||
| Prospecting | |||
| Rights | |||
| Sunshine | |||
| Mineral | |||
| Resources | |||
| Prospecting | |||
| Rights | |||
| Total | |||
| £ | £ | £ | |
| At 1 October 2022 (Unaudited) | 179,238 | - | 179,238 |
| Additions (Unaudited) | 287,690 | - | 287,690 |
| At 30 September 2023 (Unaudited) | 466,928 | - | 466,928 |
| Additions | 1,306,899 | 16,509,172 | 17,816,071 |
| At 30 September 2024 | 1,773,827 | 16,509,172 | 18,282,999 |
Desert Star (Henkries) Prospecting Rights
As at 30 September 2024 the Directors assessed the carrying value of the Desert Star Henkries
prospecting rights asset, of £1,773,827 as part of the impairment testing of Henkries Project that
is held in Desert Star Trading 130 (Pty) Ltd, in accordance with IAS 36. The Directors concluded
that no impairment is required based on Fair Value Less Cost of Disposal (“FVLCD”) basis since
the recoverable amount will be in excess of the expenses incurred.
The assessment was based on:
• Recent market transactions for comparable mining assets in the region;
• Independent third- party valuations commissioned by the Company during the year (J Perold
Report: “Mineral asset valuation of the Neo Energy Metals PLC Uranium Project Henkries
Central and North). Valuation where the mid value was £11,149,159 (US$14,912,000); and
• Observations of current market prices for mineral tenements and exploration licences.
The key inputs to the assessment considered:
• Benchmark transactions multiples (lbs of the Resources and the Uranium US$ price/ lb);
• Adjustments for asset specific factors including stage of development and the regional risk,
as well as the quality and quantity of the geological information as per the Competent
Persons Report “C.P.R.” and the independent valuation; and
• Disposal Cost of 2.5% of the Gross fair Value consistent with the industry norms.
The amount as per an Independent Valuation Report concluded that the value was £11,149,159
(US$14,912,000). The Group does not yet hold a valid title to this respective project until such
time as the section 11 transfer.
Sensitivity analysis
The discounted cash flow model includes a 10% discount rate. An increase in the discount rate
to 16.25% decreases the Net Present Value of the project to nil.
The Company considered the percentage reduction in the transaction value where breakeven is
reached, beyond which the project would be impaired. From the analysis completed the
percentage reduction where breakeven would be reached is 84.1%.
93
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
16. Intangible assets (continued)
Sunshine Mineral Resources Prospecting Rights “SSMR”
As at 30 September 2024 the Directors assessed the carrying value of the asset of £16,509,172
as part of impairment testing of the Beisa North and Beisa South Project that is held in Neo
Uranium Beisa Mine (Pty) Limited, in accordance with IAS 36.
The Directors concluded that no impairment is required based on the FVLCD. The recoverable
amount will be in excess of the expenses incurred.
This was estimation was based on:
• Recent Market Transactions for comparable mining assets in the region;
• Independent third- party valuations commissioned by the Company during the year (VC
Muller from Proteck Report “Independent Valuation of the Uranium and Gold Resources and
Beisa North and Beisa South) Valuation Mid Value USD$157,060,000; and
• Observations of market prices for mineral tenements and exploration licences.
No discounted cashflow modelling was applied.
The key inputs to the assessment considered:
• Benchmark transactions multiples (lbs of the Resources and the Uranium US$ price/ lb);
• Adjustments for asset specific factors including stage of development and the regional risk,
as well as the quality and quantity of the geological information as per the Competent
Persons Report “C.P.R.” and the independent valuation; and
• Disposal Cost of 2.5% of the Gross fair Value consistent with the industry norms.
The amount as per an Independent Valuation Report concluded that the value was £117,420,560
(US$157,060,000). The Group does not yet hold a valid title to this respective project until such
time as the section 11 transfer
Sensitivity analyses
The Company considered the percentage reduction in the transaction value where breakeven is
reached, beyond which the project would be impaired. From the analysis completed the
percentage reduction where breakeven would be reached is 85.9%.
94
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
17. Trade and other receivables
| Group | Company | |||
| Current assets | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2023 | ||||
| Unaudited | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2023 | ||||
| £ | ||||
| Other receivables and | ||||
| prepayments | ||||
| 49,331 | 9,885 | 40,853 | 489,618 | |
| Amounts owed by directors | 86,602 | - | 86,602 | - |
| 135,933 | 9,885 | 127,455 | 489,618 | |
| Non-current assets | ||||
| Amounts owed by group | ||||
| undertakings | ||||
| - | - | 1,185,233 | - | |
| 135,933 | 9,885 | 1,312,688 | 489,618 |
There are no material differences between the fair value of trade and other receivables and
their carrying value at the year end.
The amounts owed by group undertakings is an amount due from NURSA. The balance is
unsecured, interest free and repayable on demand.
18. Cash and cash equivalents
| Group | Company | |||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2023 | ||||
| Unaudited | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2023 | ||||
| £ | ||||
| Cash and cash equivalents | 2,585 | 2,304 | 1,080 | 77 |
| 2,585 | 2,304 | 1,080 | 77 |
19. Trade and other payables
| Group | Company | |||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2023 | ||||
| Unaudited | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2023 | ||||
| £ | ||||
| Trade payables | 323,929 | 107,337 | 229,352 | 411,621 |
| Other payables and accruals | 360,002 | (175) | 237,705 | 1,059,732 |
| Deferred consideration | 17,500,109 | - | - | - |
| Taxes and social security | 14,208 | - | 14,208 | - |
| 18,198,248 | 107,162 | 481,265 | 1,471,353 |
The deferred consideration of £17,500,109 (ZAR400,000,000) is due to the vendors of the
Sunshine Mineral Reserve asset acquisition on the transfer of the applicable prospecting rights
to Neo Uranium Resources Beisa Mine (Pty) Ltd once Section 11 notice of the Mineral Resources
and Petroleum Development Act has been issued.
95
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
20. Borrowings
| Group | Company | |||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2023 | ||||
| Unaudited | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2023 | ||||
| £ | ||||
| Non-current liabilities | ||||
| Unsecured bank loan | 26,793 | - | 26,793 | 24,540 |
| 26,793 | - | 26,793 | 24,540 | |
| Current liabilities | ||||
| Convertible loan notes | - | - | - | 190,000 |
| Unsecured bank loan | 1,922 | - | 1,922 | 9,588 |
| Bond facility | - | - | - | 2,017,739 |
| 1,922 | - | 1,922 | 2,217,327 |
Terms and Repayment schedule
| Interest rate | Year of | |||
| Maturity | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2023 | ||||
| £ | ||||
| Unsecured bank loan | 2.5% | 2027 | 28,715 | 34,128 |
| Total interest-bearing liabilities | 28,715 | 34,128 |
Repayment schedule:
| Amounts payable | ||||
| within 1 year | ||||
| £ | ||||
| Amounts | ||||
| payable | ||||
| between 1- | ||||
| 5 years | ||||
| £ | ||||
| Amounts | ||||
| payable | ||||
| after 5 | ||||
| years | ||||
| £ | ||||
| Total | ||||
| £ | ||||
| Unsecured bank loan | 2,334 | 22,458 | 3,923 | 28,715 |
Convertible loan notes
Convertible loan notes of £90,000, were issued with interest at 10% per annum, convertible at
0.75 pence per share and convertible at any time but were fully repayable upon the completion
or collapse of the planned reverse take-over.
Convertible loan notes of £100,000, were non-interest bearing, convertible at 0.75 pence per
share and convertible at any time but were fully repayable upon the completion or collapse of
the reverse take-over.
All convertible loan notes were converted to Neo Energy Metals PLC equity on the completion of
the reverse takeover on 9 November 2023.
96
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
21. Share based payments
Warrants
As part of the RTO on 9 November 2023, the Company offered warrants to various pre-RTO
subscribers and to its broker First Equity. These are deemed investor warrants and entitle the
holder to subscribe for an Ordinary share in the Company at a price of 2 pence per Ordinary
share and will expire 2 years from re-admission being 9 November 2025. The following investor
warrants were issued which fall outside the scope of IFRS 2 and as such have been issued at nil
cost:
| Number of warrants | Weighted average | |
| exercise price | ||
| Outstanding 1 October 2023 | - | - |
| Issued on re-admission | 275,350,455 | 2 pence |
| Warrants cancelled | (155,555,555) | 2 pence |
| Outstanding on 30 September 2024 | 119,794,900 | 2 pence |
| Weighted average remaining contractual | ||
| life | ||
| 1.11 years |
The warrants have vested on grant and have been recognised in full upon issue. If the warrants
remain unexercised after a period of two years from the date of grant being 9 November 2025,
they will expire. The holder may exercise the subscription right at any time within the
subscription period.
Options
On 29 April 2024 the Directors agreed to introduce a share option scheme which was
approved by the board of Directors of the Company.
The scheme has authorised the issue of 150,000,000 share options over 150,000,000
ordinary shares of £0.0001 to the Directors. The share options are to have an exercise price
of 1.25 pence and have an expiry date of 31 May 2029.
The Non-Executive Directors are to receive up to 20,000,000 options each, with the
Executive Directors receiving the balance equally, less 10,000,000 options set aside for key
employees. Further details are in the Remuneration Report.
Under IFRS 2 the Company must recognise the fair value of the options granted as an
expense in the Income Statement. The Black Scholes model was used to calculate the fair
value of the options granted for the year using the following key criteria:
| Share price at date of grant | 0.62 pence |
| Exercise price of each option | 1.25 pence |
| Number of share options | 150,000,000 |
| Life of each option from date of grant | 5 years |
| Expected volatility | 103% |
| Dividend yield | 0.00% |
| Risk free rate of interest | 3.9% |
| Minimum vesting period | 5 years |
| Calculated fair value per share | 0.419 pence per |
| share |
97
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
21. Share based payments (continued)
The Group recognised a total expense in the year of £25,153 relating to the grant of those
options (2023: £nil).
22. Share capital, share premium and reserves
| Ordinary | ||||||
| shares of | ||||||
| £0.0001 | ||||||
| Ordinary | ||||||
| shares | ||||||
| £ | ||||||
| Deferred | ||||||
| shares | ||||||
| £ | ||||||
| Share | ||||||
| premium | ||||||
| £ | ||||||
| Merger | ||||||
| reserve | ||||||
| £ | ||||||
| Total | ||||||
| £ | ||||||
| 9 November 2023 | ||||||
| Issued share capital of Neo | ||||||
| Energy Metals PLC at 30 | ||||||
| September 2023 | ||||||
| (nominal value of £0.001 per | ||||||
| share) | ||||||
| 145,770,000 | 145,770 | - | 736,782 | - | 882,552 | |
| Redesignation of shares | ||||||
| from £0.001 to £0.0001 par | ||||||
| value | ||||||
| 1,457,700,000 | ||||||
| 145,770 | ||||||
| - | ||||||
| 736,782 | ||||||
| - | ||||||
| 882,552 | ||||||
| Redesignation from ordinary | ||||||
| to deferred shares | ||||||
| ( | ||||||
| 1,311,930,000) | (131,193) | 131,193 | - | - | - | |
| Issue of shares for | ||||||
| acquisition of subsidiary | ||||||
| 304,802,666 | 30,480 | - | - | 3,108,987 | 3,139,467 | |
| Issue of shares for placings | 340,935,685 | 34,094 | - | 1,624,210 | - | 1,658,304 |
| Issue of shares to settle | ||||||
| debt | ||||||
| 212,163,117 | 21,216 | - | 1,454,010 | - | 1,475,226 | |
| Issue of shares in lieu of fees | 208,100,000 | 20,810 | - | 2,580,440 | - | 2,601,250 |
| Totals following the | ||||||
| reverse acquisition | ||||||
| 1,211,771,468 | 121,177 | 131,193 | 6,395,442 | 3,108,987 | 9,756,799 |
98
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
22. Share capital and premium (continued)
| Ordinary | ||||||
| shares of | ||||||
| £0.0001 | ||||||
| Ordinary | ||||||
| shares | ||||||
| £ | ||||||
| Deferred | ||||||
| shares | ||||||
| £ | ||||||
| Share | ||||||
| premium | ||||||
| £ | ||||||
| Merger | ||||||
| reserve | ||||||
| £ | ||||||
| Total | ||||||
| £ | ||||||
| Balance brought forward | 1,211,771,468 | 121,177 | 131,193 | 6,395,442 | 3,108,987 | 9,756,799 |
| Issue of placing shares | ||||||
| December 2023 | ||||||
| 140,000,000 | 14,000 | - | 1,036,000 | - | 1,050,000 | |
| Issue of placing shares | ||||||
| December 2023 | ||||||
| 38,800,000 | 3,880 | - | 481,120 | - | 485,000 | |
| Issue of shares on | ||||||
| April 2024 | ||||||
| 9,181,315 | 918 | - | 67,942 | - | 68,860 | |
| Issue of placing shares | ||||||
| June 2024 | ||||||
| 33,800,000 | 3,380 | - | 250,120 | - | 253,500 | |
| Issue of placing shares | ||||||
| June 2024 | ||||||
| 866,636 | 86 | - | 6,413 | - | 6,499 | |
| Issue of shares | ||||||
| August 2024 | ||||||
| 20,000,000 | 2,000 | - | 148,000 | - | 150,000 | |
| Issue of shares | ||||||
| August 2024 | ||||||
| 5,882,353 | 588 | - | 43,529 | - | 44,117 | |
| Issue of placing shares | ||||||
| September 2024 | ||||||
| 18,831,200 | 1,884 | - | 233,057 | - | 234,941 | |
| At 30 September 2024 | 1,479,132,972 | 147,913 | 131,193 | 8,661,623 | 3,108,987 | 12,049,716 |
Share capital - Ordinary shares
Holders of the ordinary shares are entitled to dividends as declared from time to time and are
entitled to one vote per share at general meetings of the Company.
Share capital - Deferred shares
Deferred shares are a class of equity instruments that carry no voting rights, no rights to
dividends, and only minimal or contingent rights to capital on a winding-up.
Share premium
The share premium account comprises of amounts subscribed for shares in excess of their
nominal value. The incremental costs directly attributable to the issue of ordinary shares are
recognised as a deduction from the share premium arising on that issue of shares.
Share options reserve
The share options reserve represents the value of share options granted to directors and
employees of the Company. This reserve reflects the cost of these options over time granted to
those directors and employees.
99
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
Reverse acquisition reserve
The reverse acquisition reserve represents the adjustment required to reflect the capital
structure of the legal parent (the Company) in the consolidated financial statements following
the reverse acquisition of Neo Energy Metals PLC, which is identified as the accounting acquiree
under IFRS 3 Business Combinations.
In accordance with IFRS 3, the consolidated financial statements represent a continuation of
the financial statements of Neo Uranium Resources South Africa (Pty) Ltd (“NURSA”), with the
net assets of the Company recognised at fair value at the acquisition date. The difference
between the nominal value of the shares issued by the Company to effect the business
combination and the capital structure of Neo Energy Metals PLC has been recorded in the
reverse acquisition reserve. The balance in this reserve does not constitute a realised gain or
loss and is therefore not distributable.
Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of
the financial statements of foreign operations.
Merger reserve
The merger reserve arose on the issue of shares to facilitate the reverse acquisition of the
Company by Neo Uranium Resources South Africa (Pty) Ltd (“NURSA”) on 9 November 2023.
Although the Company is the legal acquirer, NURSA was identified as the accounting acquirer
under IFRS 3 Business Combinations (reverse acquisition).
Retained earnings
Retained earnings comprises of accumulated profits or losses recognised in the consolidated
statement of profit or loss and other comprehensive income.
23. Accumulated deficit
| Group | Company | |||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2023 | ||||
| Unaudited | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2024 | ||||
| £ | ||||
| 30 | ||||
| September | ||||
| 2023 | ||||
| £ | ||||
| At start of period | 1,457 | (888) | (4,318,278) | (3,418,650) |
| Decrease in equity holding of | ||||
| subsidiary | ||||
| (549,004) | - | - | - | |
| Cost of shares issued | (2,568,335) | - | (2,568,335) | - |
| (Loss)/profit for the period | (6,816,159) | 2,345 | (1,619,407) | (899,628) |
| (9,932,041) | 1,457 | (8,506,020) | (4,318,278) |
Contingent liabilities
The company has no contingent liabilities in respect of legal claims or other known claims
arising from the Group’s activities.
100
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
24. Related party transactions
Group
The Group’s related parties as defined by International Accounting Standard 24 (revised), the
nature of the relationship and the amount of transactions with them during the period were as
follows:
| Nature of | ||||||
| relationship | ||||||
| Year ended | ||||||
| 30 September 2024 | ||||||
| Period ended | ||||||
| 30 September 2023 | ||||||
| Unaudited | ||||||
| Nature of transaction | ||||||
| £ | £ | £ | £ | |||
| Total | ||||||
| transactions | ||||||
| in the year | ||||||
| Balance at | ||||||
| the year | ||||||
| end due | ||||||
| (to)/from | ||||||
| Total | ||||||
| transactions | ||||||
| in the period | ||||||
| Balance at | ||||||
| the period | ||||||
| end due | ||||||
| (to)/from | ||||||
| Loans from related parties | ||||||
| Gathoni Muchai | ||||||
| Investments Limited | ||||||
| 1 | - | (487,745) | - | - | Loan from Gathoni | |
| Muchai Investments | ||||||
| Limited and | ||||||
| expenses paid on | ||||||
| behalf of the | ||||||
| Company. | ||||||
| Mayflower Energy | ||||||
| Metals Limited | ||||||
| 8 | - | - | - | (383,254) | Loan from | |
| Mayflower Energy | ||||||
| Metals Limited. | ||||||
| TOTAL | - | (487,745) | - | (383,254) |
The balance of £487,745 due to Gathoni Muchai Investments Limited is unsecured, interest free and repayable on
demand.
Directors’ Remuneration
| Gathoni Muchai | ||||||
| Investments Limited | ||||||
| 1 | 498,480 | - | - | - | Fees and bonus in | |
| respect of services | ||||||
| for the year ended | ||||||
| 30 September 2024. | ||||||
| Chapman Longley | ||||||
| Limited | ||||||
| 2 | 393,832 | - | - | - | Fees and bonus in | |
| respect of services | ||||||
| for the year ended | ||||||
| 30 September 2024. | ||||||
| Brookborne Limited | 3 | 393,832 | - | - | - | Fees and bonus in |
| respect of services | ||||||
| for the year ended | ||||||
| 30 September 2024. | ||||||
| Bongani Raziya | 4 | 26,833 | - | - | - | Fees in respect of |
| services for the year | ||||||
| ended 30 | ||||||
| September 2024. | ||||||
| Jackline Muchai | 5 | 26,833 | - | - | - | Fees in respect of |
| services for the year | ||||||
| ended 30 | ||||||
| September 2024. | ||||||
| Sean Heathcote | 7 | 137,042 | - | - | - | Salary in respect of |
| services for the year | ||||||
| ended 30 | ||||||
| September 2024. | ||||||
| TOTAL | 1,476,852 | - | - | - |
101
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
24 Related party transactions (continued)
| Nature of | ||||||
| relationship | ||||||
| Year ended | ||||||
| 30 September 2024 | ||||||
| Period ended | ||||||
| 30 September 2023 | ||||||
| Unaudited | ||||||
| Nature of transaction | ||||||
| £ | £ | £ | £ | |||
| Total | ||||||
| transactions | ||||||
| in the year | ||||||
| Balance at | ||||||
| the year | ||||||
| end due | ||||||
| (to)/from | ||||||
| Total | ||||||
| transactions | ||||||
| in the period | ||||||
| Balance at | ||||||
| the period | ||||||
| end due | ||||||
| (to)/from | ||||||
| Amounts owed by related parties | ||||||
| Gathoni Muchai | ||||||
| Investments Limited | ||||||
| 1 | ||||||
| 21,897 | 21,897 | - | - | Prepayment of fees | ||
| in respect of | ||||||
| services for the year | ||||||
| ending 30 | ||||||
| September 2025. | ||||||
| Chapman Longley | ||||||
| Limited | ||||||
| 2 | 21,716 | 21,716 | - | - | Prepayment of fees | |
| in respect of | ||||||
| services for the year | ||||||
| ending 30 | ||||||
| September 2025. | ||||||
| Brookborne Limited | 3 | 42,989 | 42,989 | - | - | Prepayment of fees |
| in respect of | ||||||
| services for the year | ||||||
| ending 30 | ||||||
| September 2025. | ||||||
| TOTAL | 86,602 | 86,602 | - | - | ||
| Administrative expenses | ||||||
| Fandango Holdings | ||||||
| PLC | ||||||
| 9 | 2,850 | - | - | - | Balance written off | |
| through mutual | ||||||
| agreement with | ||||||
| Fandango Holdings | ||||||
| PLC. | ||||||
| TOTAL | 2,850 | - | - | - |
102
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
24.Related party transactions (continued)
| Nature of | ||||||
| relationship | ||||||
| Year ended | ||||||
| 30 September 2024 | ||||||
| Period ended | ||||||
| 30 September 2023 | ||||||
| Unaudited | ||||||
| Nature of transaction | ||||||
| £ | £ | £ | £ | |||
| Total | ||||||
| transactions | ||||||
| in the year | ||||||
| Balance at | ||||||
| the year | ||||||
| end due | ||||||
| (to)/from | ||||||
| Total | ||||||
| transactions | ||||||
| in the period | ||||||
| Balance at | ||||||
| the period | ||||||
| end due | ||||||
| (to)/from | ||||||
| Share capital | ||||||
| Charles Tatnall | 9 | (80,600) | - | - | - | Share capital issued |
| to Director | ||||||
| James Longley | 11 | (127,103) | - | - | - | Share capital issued |
| to Director | ||||||
| Bongani Raziya | 4 | (68,860) | - | - | - | Commission paid |
| wholly in ordinary | ||||||
| shares for | ||||||
| Bongani’s part in | ||||||
| the Desert Star | ||||||
| acquisition. | ||||||
| Jason Brewer | 6 | (118,366) | - | - | - | Share capital issued |
| to Director | ||||||
| Sean Heathcote | 7 | (74,500) | - | - | - | Share capital issued |
| to Director | ||||||
| Jackline Muchai | 5 | (112,768) | - | - | - | Share capital issued |
| to Director | ||||||
| Gathoni Muchai | ||||||
| Investments Ltd | ||||||
| 1 | (59,015) | - | - | - | Share capital issued | |
| to Company of a | ||||||
| Director | ||||||
| TOTAL | (641,212) | - | - | - |
Company
The Directors’ transactions in the Company are included in the Group disclosure above. In
addition to these, the Company has the following related party transactions as defined by
International Accounting Standard 24 (revised).
| Nature of | ||||||
| relationship | ||||||
| Year ended | ||||||
| 30 September 2024 | ||||||
| Period ended | ||||||
| 30 September 2023 | ||||||
| Nature of | ||||||
| transaction | ||||||
| £ | £ | £ | £ | |||
| Total | ||||||
| transactions | ||||||
| in the year | ||||||
| Balance | ||||||
| at the | ||||||
| year end | ||||||
| due | ||||||
| (to)/from | ||||||
| Total | ||||||
| transactions | ||||||
| in the period | ||||||
| Balance at | ||||||
| the period | ||||||
| end due | ||||||
| (to)/from | ||||||
| Amounts owed by group undertakings | ||||||
| Neo Uranium | ||||||
| Resources SA (Pty) | ||||||
| Limited | ||||||
| 10 | 1,185,233 | 1,185,233 | - | - | Intercompany | |
| transactions | ||||||
| between Neo | ||||||
| Energy Metals | ||||||
| PLC (Company) | ||||||
| and NURSA. | ||||||
| TOTAL | - | 1,185,233 1,1 | 85,233 | - | - |
103
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
24.Related party transactions (continued)
| Nature of | ||||||
| relationship | ||||||
| Year ended | ||||||
| 30 September 2024 | ||||||
| Period ended | ||||||
| 30 September 2023 | ||||||
| Nature of | ||||||
| transaction | ||||||
| £ | £ | £ | £ | |||
| Total | ||||||
| transactions | ||||||
| in the year | ||||||
| Balance | ||||||
| at the | ||||||
| year end | ||||||
| due | ||||||
| (to)/from | ||||||
| Total | ||||||
| transactions | ||||||
| in the | ||||||
| period | ||||||
| Balance at | ||||||
| the period | ||||||
| end due | ||||||
| (to)/from | ||||||
A | ||||||
| mounts owed to related parties | ||||||
| DCA Accountants | 14 | - | - | (60,000) | (60,000) | Director fees in |
| respect of James | ||||||
| Longley. This was | ||||||
| settled as part of | ||||||
| the RTO. | ||||||
| TOTAL | - | - | (60,000) | (60,000) | ||
| Loans from related parties | ||||||
| James Longley | 11 | - | - | (4,815) | (4,815) | Loan advanced to |
| the Company and | ||||||
| settled as part of | ||||||
| the RTO. | ||||||
| Fandango Holdings | ||||||
| PLC | ||||||
| 9 | - | - | - | (97,840) | Loan advanced to | |
| the Company and | ||||||
| settled as part of | ||||||
| the RTO. | ||||||
| Plutus Energy Limited | 12 | - | - | - | (13,656) | Loan advanced to |
| the Company and | ||||||
| settled as part of | ||||||
| the RTO. | ||||||
| Plutus Powergen PLC | ||||||
| 13 | - | - | - | (4,064) | Loan advanced to | |
| the Company and | ||||||
| settled as part of | ||||||
| the RTO. | ||||||
| Mayflower Energy | ||||||
| Metals Limited | ||||||
| 8 | - | - | - | (91,826) | Loan advanced to | |
| the Company and | ||||||
| settled as part of | ||||||
| the RTO. | ||||||
| Gathoni Muchai | ||||||
| Investments Limited | ||||||
| 1 | (374,406) | (374,406) | - | - | Loan from | |
| Gathoni Muchai | ||||||
| Investments Ltd. | ||||||
| TOTAL | (374,406) | (374,406) | (4,815) | (212,201) |
Nature of relationships
1
Gathoni Muchai Investments Limited is a Company controlled by Jason Brewer,
Executive Chairman.
2
Chapman Longley Limited is a Company controlled by James Longley, Non-
Executive Director.
3
Brookborne Limited is a Company controlled by Charles Tatnall, Non-Executive
Director.
4
Bongani Raziya is a Non-Executive Director.
5
Jackline Muchai is a Non-Executive Director.
6
Jason Brewer is Executive Chairman.
104
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
24.Related party transactions (continued)
7
Sean Heathcote is Technical Director.
8
Mayflower Energy Metals Limited was the owner of NURSA prior to the reverse
take over on 9 November 2023.
9
Charles Tatnall is a Non-Executive Director and is a Director of Fandango Holdings
PLC.
10
Neo Energy Metals Plc holds 100% shareholding in Neo Uranium Resources South
Africa (Pty) Ltd.
11
James Longley is a Non-Executive Director.
12
James Longley, Non-Executive Director and Charles Tatnall, Non-Executive
Director are both Directors of Plutus Energy Limited.
13
James Longley, Non-Executive Director and Charles Tatnall, Non-Executive
Director are both Directors of Plutus Powergen PLC.
14
DCA Accountants is a company owned by James Longley. Fees were billed from
this company for his Company Director fees in the period ended 30 September
2023.
Performance shares
No awards were made to related parties in the year other than bonuses in shares to three
directors – see Remuneration Report for further details and note 5 for the performance related
conditions relating to these awards.
25. Events after the reporting period
On 14 October 2024, the Company announced that its wholly owned South African
subsidiary, Neo Uranium Resources South Africa (Pty) Ltd ('NURSA'), had entered into a
binding heads of agreement to acquire a 100% interest in the Henkries South Uranium Project
('Henkries South') from South African uranium exploration company, Eagle Uranium SA (Pty)
Ltd ('Eagle Uranium').
Henkries South comprises one granted Prospecting Licence that extends over approximately
1,050km
2
and is immediately south of and adjoins the Company's existing Henkries Uranium
Project located in the administrative district of Namaqualand in the Northern Cape Province
of South Africa.
The acquisition of Henkries South materially increases the Company's strategic landholding
in the region by over 130% from a current 742km
2
area to almost 1,800km
2
. It adds a further
10km strike length of shallow paleo-channels to the current 36km of strike length of paleo-
channels that have been demonstrated to host the shallow uranium mineralisation at the
Company's Henkries Project from the multiple resource drilling programmes and feasibility
work completed as part of the historic US$30 million of exploration and development
expenditure.
105
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
25.Events after the reporting period (continued)
Following on from the above, the Company announced on 25 October 2024 that the
Company's South African based lawyers are finalising the formal share sale and
purchase agreement for the acquisition of 100% of the Henkries South Uranium Project.
The documentation process remains on track for completion by the end of 2025, with the
Company and its advisors to then seek receipt of all applicable regulatory approvals for
the acquisition.
The balance of shares, due to Eagle Uranium shareholders under the agreement, will be
subject to the completion of certain regulatory milestones including the transfer of the
mineral rights. These shares will also be issued at 1.25p per share and will be subject to
a six-month lock-in period, effective from the date of share issuance.
On 18 November 2024 the Company issued 25,000,000 ordinary shares to Eagle
Uranium SA Limited as part consideration for the acquisition of the Henkries South
Uranium Project.
On 26 November 2024 the Company allotted a number of shares to various parties that
were originally earmarked for an investor who was not able to invest further funds
totalling £2,000,000 as was originally agreed. The total number of shares involved was
47,306,668 and these were reallocated as follows:
• 45,973,334 to directors in lieu of fees owed to them; and
• 1,333,334 allotted to a service provider in lieu of fees owed.
On 9 December 2024, the Company announced that its wholly owned South African
subsidiary, Neo Uranium Resources Beisa Mine (Pty) Limited (“NURB”) has entered into
a sale and acquisition agreement with a wholly owned subsidiary of Sibanye Stillwater
Limited ('Sibanye-Stillwater'), to acquire a 100% interest in the Beatrix 4 mine and shaft
complex, the processing plant complex and associated infrastructure located in the
Witwatersrand Basin, in the Free State Province of South Africa ("the Beisa Uranium
Project").
The Sibanye-Stillwater Group is listed on the New York and Johannesburg Stock
Exchanges, with a market capitalisation of about R51 billion (approximately USS$2.77
billion). It is one of the world's largest primary producers of platinum, palladium, and
rhodium, and a top tier gold producer. The Group has also recently begun to diversify its
asset portfolio into battery metals mining and processing and increase its presence in
the circular economy by growing its recycling and tailings reprocessing exposure
globally.
On completion of the transaction, Sibanye-Stillwater will become the Company's largest
shareholder and have the right to appoint directors to the Board. Sibanye-Stillwater will
also hold pre-emption rights of first refusal in respect of any proposed new equity
issuance by the Company, in order to maintain its significant and strategic shareholding
in the Company.
106
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
25.Events after the reporting period (continued)
The Beisa Uranium Project, which has total SAMREC Code Compliant measured
uranium and gold resources of 8.5Mlbs and 0.4Mozs respectively and further indicated
resources of 18.3Mlbs of uranium and 0.8Mozs of gold, has been subject to various pre-
feasibility and development studies.
The Beisa Projects, comprise total SAMREC Code compliant resources of 90.24 million
pounds ('Mlbs') of U₃O₈ and 4.17 million ounces ('Mozs') of gold. The Beisa Projects
comprise two granted Prospecting Rights which are immediately north and south of the
Beatrix 4 mine and shaft complex, the processing plant complex and associated
infrastructure (the 'Beisa Uranium Project'), which the Company's majority owned
subsidiary, NURB, has entered into a sale and acquisition agreement with Sibanye Gold
Proprietary Limited ('SGL'), a wholly owned subsidiary of Sibanye Stillwater Limited
('Sibanye-Stillwater') to acquire.
On 3 January 2025 the capital repayments in respect of the Company’s Bounce Back loan
were paused for six months and the final repayment date was extended to 15 November
2027.
On 20 January 2025 260,000,000 performance shares were allocated to directors as part
of a performance related bonus as certain performance-related conditions were
met. These were allocated as follows:
Issued 60,000,000 to Sean Heathcote
Issued 40,000,000 to Jason Brewer
Issued 40,000,000 to Jackline Muchai
Issued 40,000,000 to Bongani Raziya
Issued 40,000,000 to James Longley
Issued 40,000,000 to James Tatnall
On 29 January 2025, the Company announced that its wholly owned and recently
established South African subsidiary, NURB, has entered into a landmark agreement
with South African mining company, Siyakhula Sonke Empowerment Corporation (Pty)
Ltd ('SSC Group') as part of the Company's commitment to advancing Broad-Based
Black Economic Empowerment ('B-BBEE') in South Africa ('BEE Agreement').
In accordance with South Africa's broad-based black economic empowerment
government policies to advance economic transformation and enhance the economic
participation of historically disadvantaged persons in the South African economy, the
Company's subsidiary has entered into the BEE Agreement with an active partner, the
SSC Group, to ensure a broad based and meaningful participation from the local
community and employees in the Company's plans to recommence uranium and gold
mining operations at the Beisa Uranium Project.
107
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
25.Events after the reporting period (continued)
Upon receipt of all necessary regulatory approvals for the Company to complete the
acquisition of the Beisa Uranium Project, the Company will, in terms of the BEE
Agreement, transfer 30% of its shareholding in NURB for a total see-through purchase
price of ZAR 390,000,000 (approx. £17 million) ('Purchase Price'). A newly established
Employee Empowerment Trust and Community Empowerment Trust (the 'Trusts') will
each hold 5%, whilst the SSC Group will hold the 20% balance of the shareholding. The
Trusts shareholdings in NURB will be held by a nominated attorney's trust as nominee
shareholders, until such time as the Trusts have been formally registered in accordance
with applicable laws.
On 7 March 2025, the Company announced that formal legal documentation in respect
of its acquisition of 100% of Henkries South located in the administrative district of
Namaqualand in the Northern Cape Province of South Africa, has now been signed.
Further to the announcement of 14 October 2024, a formal Share Sale and Purchase
Agreement ('Agreement') and associated Board and Shareholder resolutions have now
been signed by the Company, and also by a South African uranium exploration company,
namely Eagle Uranium SA (Pty) Limited ('Eagle Uranium') and by Eagle Uranium's
Shareholders. Under the Agreement, the Company has now conditionally acquired a
100% shareholding in Henkries South, with the only outstanding condition, being the
applicable regulatory approvals that are expected to be issued in the ordinary course of
business and include approval in terms of Section 11 of the Minerals and Petroleum
Resources Development Act ("MPRDA") of 2002.
On 8 March 2025 further documentation was signed in relation to the purchase of Beisa
North Prospecting Rights from Sunshine Mineral Reserves Proprietary Limited. It was
agreed that the company would pay a cash payment of £208,282 (ZAR5 million) and
would issue 28,666,667 new ordinary shares in the Company to the value of £208,282
ZAR5 million.
On 15 May 2025, the Company announced that it has received notification from Sibanye
Stillwater, that regulatory applications have now been formally submitted to the
Department of Mineral Resources and Energy ('DMRE') in South Africa, in respect to the
Company's majority owned subsidiary, NURB’s proposed acquisition of a 100% interest
in the Beisa Uranium Project.
The Company can also confirm that a total of 381,466,667 Ordinary Shares are to be
issued in respect to satisfaction of key milestones and performance criteria associated
with the advancement of the Company's uranium growth strategy in South Africa.
On 16 May 2025, NEO announced that its Non-Executive Directors together with the
Executive Chairman have each agreed to receive their director fees for the six months
ended 31 May 2025 in Ordinary Shares in lieu of cash payments. Accordingly, an
aggregate amount of 22,400,000 Ordinary Shares at an issue price 0.75 pence are to be
issued to the above directors.
108
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
25. Events after the reporting period (continued)
A further 13,600,000 Ordinary Shares at an issue price of 0.75 pence, were issued on 19
May 2025 to four different service providers who have also elected to be paid in Ordinary
Shares of the Company, in lieu of cash payments, as a commitment of their ongoing
support of the Company's activities and growth strategy.
143,977,808 Ordinary Shares at an issue price of 0.75 pence, were issued under the AUO
Commercial Brokerage LLC Subscription Agreement, as approved by shareholders and
as set out in the Prospectus. Funds received have been applied to working capital costs
of the Company's activities in South Africa and the United Kingdom and in respect of the
acquisitions of the Beisa Uranium Project and Henkries South Uranium Project in South
Africa.
On 19 May 2025 the Company issued a further 157,540,836 ordinary shares in the
company at a price of 0.75 pence each in lieu of fees owed. 78,407,503 were allotted to
directors or their assignees in lieu of directors fees owed and the remainder were allotted
to service providers in lieu of fees owed.
On 21 May the Company issued a further of 104,000,000 ordinary shares in lieu of fees
owed at a price of 0.75 pence each. 100,000,000 ordinary shares were issued as part
payment of the Henkries Uranium Project and the balance of 4,000,000 ordinary shares
to a service provider.
On 30 June 2025, NEO announced that it is progressing a Fast Track Secondary Listing on
the Johannesburg Stock Exchange (JSE), Africa's leading stock exchange. The move is
part of the Company's broader growth and capital markets strategy to enhance liquidity,
broaden its shareholder base, and increase visibility amongst African and international
investors. The listing will also position Neo Energy Metals PLC more strategically as it
advances its uranium projects in Southern Africa.
On 11 March 2025, NEO announced that as part of the Company's previously announced
agreement to acquire the Beisa North and Beisa South Uranium as well as the Gold
Projects located in the Witwatersrand Basin in the Free State Province of South Africa
(together the 'Beisa Projects'), it has made a cash payment of ZAR5 million
(approximately £215,000) to Sunshine Mineral Reserve (Pty) Limited ('Sunshine') and
issued new ordinary shares in the Company to the value of ZAR5 million (approximately
£215,000).
26. Capital commitments
Neo Uranium Resources Beisa Mine (Pty) Ltd signed an agreement to acquire two
prospecting rights from Sunshine Minerals Resources (Pty) Ltd in the year at a price of
ZAR 402,500,000 (£17,587,400). A deposit was paid in respect of the acquisition in the
financial year under review of ZAR 2,500,000 (£109,238). The outstanding balance of ZAR
400,000,000 (£17,478,162) is due and payable on a Section 11 registration at the
Department of Minerals and Resources, 50% in cash and 50% in Ordinary Shares of Neo
Energy Metals PLC.
109
NEO ENERGY METALS PLC
(FORMERLY STRANGER HOLDINGS PLC)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR TO 30 SEPTEMBER 2024
26.Capital commitments (continued)
Section 11 is the approval and acceptance by Ministerial Consent to transfer the
Prospecting Rights as per the South African Mineral Resources Petroleum Development
Act.
27. Ultimate controlling party
The Directors do not consider there to be one ultimate controlling party and the
significant shareholders have been disclosed in the Directors’ Report.