TIDMCMRS
RNS Number : 3121B
Caerus Mineral Resources PLC
30 September 2022
30 September 2022
Caerus Mineral Resources PLC
('Caerus' or the 'Company')
Interim Results
Caerus Mineral Resources plc (LON:CMRS), the exploration and
resource development company focused on developing mineral
resources in Europe to support the global 'Clean Energy' initiative
is pleased to announce its unaudited interim results for the six
months ended 30 June 2022.
Highlights in H1 2022:
-- Completed the Troulli drilling campaign which started in September 2021.
-- Published Troulli's maiden resource estimate of 4.9 million
tonnes at 0.41% copper and 0.2g/t gold for 20,000 tonnes of copper
and 31,000 ounces of gold.
-- Drilling at Anglisides during the period delivered some very encouraging results.
-- Board changes resulting in a renewal of the Caerus Mineral
Resources - EV Metals Strategic Alliance, a strategy presented in
the March 2021 prospectus yet overlooked by the original board.
Russell Thomson CFO of EV Metals joined as non-executive director
and chair of the audit and remuneration committees.
-- GBP1.4m cash at the end of the period.
Post Period:
-- Implemented a strategic review of the Cyprus portfolio, with
a view to ensuring capital is only invested in projects with
production potential, either as satellite or stand-alone
operations.
-- Introduced a range of corporate governance improvements,
driven by a new four-member board with extensive PLC, legal and
financial backgrounds.
-- The discovery of three challenges for the company:
o The non-payment by Bezant Resources of its share of Troulli JV
expenditures. The JV agreement provides for funding up to
US$1,000,000 with each party agreeing to commit up to US$500,000.
Funds were supposed to be provided by both parties in advance.
At 30 June 2022, the company had invested directly EUR1,140,000
into the Troulli project. As of today, the Company has received no
funding for the venture.
o The Cypriot Ministry of Defence's confirmation that it will
impose a buffer zone around installations in the Kalavasos region,
resulting in notification from the Mines Service Department that
our main Kalavasos license is effectively cancelled.
o A disputed A$2m claim by BMG Resources the original vendor of
the Kalavasos Project.
Commenting on the Interim Results, CEO Charlie Long said: "
Notwithstanding the serious issues we discovered since arriving
towards the end of the period, operationally the first half of 2022
has seen good progress at the main project Troulli, a brown field
copper-gold deposit in the southeast of Cyprus. Between 1956 and
1974, Troulli was mined on and off as a small-scale open pit,
leaving behind the vast majority of the then-known 'orebody' and
the remnants of the processing plant.
Since CMR's listing, drilling, geophysics, and geochemical
surveys show that Troulli's mineralisation is more extensive than
understood in the 1970s and we believe is likely to extend to the
east, towards the Mavramouti and Kokkinapetra prospects. These
prospects are located 300m and 1500m away from the Troulli open
pit, on the same trend. The mineralised trend from Troulli to
Kokkinapetra appears to have been disrupted by faulting, making it
challenging to explore. However, it is likely that mineralised
blocks remain to be discovered beneath cover between the
prospects.
Following 3,393m metres of drilling in 4Q21 and early 1Q22,
Troulli's Maiden Resource Estimate was published in April. This was
an excellent effort, given that drilling began as recently as
September 2021 and is a testament to the hard work of the
in-country operations team, Cypriot and junior expatriate
geologists supported by service providers from Europe and the UK,
as well as the Mines Service Department of Cyprus.
The main resource area is in and around the historical open pit.
A follow-on drill programme began in early July 2022, post period
end, to infill gaps in the resource. Assay results are still
pending, although core logging work shows sulphide mineralisation
in 80% of the holes drilled. The mineralisation logged is
consistent with the previous drilling and is dominated by
disseminated sulphides and veinlets.
The next phase of exploration is designed to determine to what
extent Troulli, Mavramouti and Kokkinopetra are connected. It is
clear they sit on the same structures and were part of the same
mineralising events, and the 11,200m of IP geophysics in July 2022
shows several exciting conductors which is encouraging for
continuing sulphide mineralisation along the structures. A 24,000m
ground magnetic survey was also carried out over the same area,
which should help delineate other potential structural controls.
These conceptual targets need to be drill-tested and it's too early
to tell how wide, deep or continuous the mineralisation may be.
Management maintains its belief that Troulli is one of the best
copper-gold projects in Cyprus and the most likely to become an
operating mine. We do, however have a difference of opinion with
the previous management regarding the time it will take to reach a
construction decision. There are some advantages in fast-tracking a
project into production, although this approach often only benefits
short-term investors, some of whom have moved on to the next story
before the hard work of permitting, funding, and construction
begins.
There are numerous risks to rushing the development process, not
least potential delays to receiving the environmental permits and a
mining license. If technical work is lacking in any area, such as
the design of the tailings facility, dust control measures, water
usage or noise pollution estimates, the development team may be
requested to revisit its studies.
At Troulli the fauna and flora baseline studies are complete,
and this will be followed by water and meteorological surveys. A
meeting held last week with our Cyprus environmental consultants
confirmed that once the baseline studies and feasibility study are
complete, they will require 12 months to finalise and submit the
environmental impact assessment. Following the submission,
government agencies will need 9 to 12 months to make a decision on
the mining license. Concurrent to this, there will be time to
complete the social licensing process, including community
engagement and consultation meetings.
In terms of Troulli's economic studies, the next task is to
commission an independent scoping study. The equivalent study by
the old Board was in our opinion not to acceptable global
standards.
Aside from positive progress at Troulli, there have been
disappointing outcomes in Cyprus. Most disappointing was the Cyprus
Ministry of Defence's decision to implement a 700m buffer zone
around military installations in the Kalavasos region. This led
directly to the Mines Service Department's decision not to renew
our main Kalavasos exploration permit. Although we respect the
MoD's position, we note that the Ministry approved the licence's
renewal on three separate occasions over a period of 12 years
leading to many years of rental payments and some early-stage
exploration expenditure. We are evaluating our options in relation
to the permit and potential compensation.
On a more positive note, we are now evaluating metals projects
beyond Cyprus as part of our refreshed strategic alliance with EV
Metals. We fully expect this to lead to more exciting
opportunities, better aligned, in terms of both project scale and
type, to EV Metals' green economy focus".
Chairman's Review of Year to date
With my maiden statement as Chairman of CMR, I would have
preferred to present a positive start to my appointment. However,
sadly this is not the case.
I joined the Company as Executive Chairman close to the end of
the period. My first job was to undertake a detailed review of the
Company, its strategy and assets. This review established that
amongst other things the original Board had little appetite to take
CMR forward, hence the change of emphasis away from Cyprus via a
new team that would concentrate on Southern African projects. It
was quickly evident that this was not considered to be in the best
interests of, nor discussed with or even supported by the Company's
major shareholders. Accordingly, the strategy was aborted. The new
Board is now committed to maximising the significant opportunities
presented by the Company's strategic alliance with its major
shareholder, EV Metals ("EVM"), opportunities that mistakenly were
not capitalised on by the previous management.
I would like to use this statement to give confidence to our
faithful long-term holders of stock since the listing on 19 March
2021 and to all those new shareholders that have invested between
the listing and today. I believe strongly that significant
shareholder value can be delivered if we remain focused on taking
the opportunities presented by the EVM alliance.
As announced, as part of the alliance, Caerus is the preferred
vehicle by which EVM will further its ambitions in the European raw
materials market via acquiring advanced mining and production
projects that support the EV transition. These projects will
guarantee EVM security of supply and ongoing compliance with Rules
of Origin, Trade and Co-operation Agreement (TCA) legislation. They
will also help EVM's future OEM customers benefit from government
support schemes such as the USA's recently announced Inflation
Reduction Act. As part of this, the Company continues to review
several exciting investment opportunities and is in early-stage
discussions with several potential targets that offer exposure to
key clean energy commodities.
Whilst the Company will be unswerving in focus on this strategy,
it must address the ongoing issues created by the previous
management.
Firstly, I draw your attention to note 2 in the accounts. The
Troulli JV stipulates that both parties share the costs during the
exploration phase, agreeing to pay up to US$500,000 each. The funds
are required 45 days prior to commencement of an agreed work
programme. We have established that despite CMR requesting funds,
to date, the Company has not received any payments. The estimated
credit loss of GBP302,886 in note 2 is largely a result of this. As
a result, CMR has funded the Troulli project 100% and should by now
have received at least US$500,000 in line with the JV's terms.
I would like to refer to our CEO's announcements of the 12 July
and 5 September, which provided important updates in relation to
Kalavasos and a disputed liability with BMG Resources. A contingent
liability of A$2m now exists at NCC due to an amendment to the
original share purchase agreement with BMG. This agreement, dated
May 2021, left BMG believing it has the right to sell the remaining
10% of the Kalavasos project for A$2m rather than an increase of
net smelter royalties from 1% to 2% until the A$2m consideration
had been settled.
To add to the issues, our RNS dated 5 September, advised the
market that through the Cypriot Mines Service Department, the MoD
has formally notified CMR that its main Kalavasos licence would not
be renewed. This has devalued the original NCC acquired assets and
led to a net impairment loss of GBP667,075 as shown in note 4 to
the accounts.
Our investigation is examining why the original Board were not
aware that the MoD had implemented a 700 m buffer zone within our
main Kalavasos assets, restricting all planned exploration.
The ongoing investigation has established that there have been
historical failings in corporate governance. One example relates to
undisclosed warrant issues and exercise price changes during the
period, transactions which are detailed in note 7.
The new Board has reviewed its policies and procedures and is
confident it has the appropriate systems in place. This will ensure
there can be no reoccurrence of the lapses in corporate governance
described above. The new Board and its non-executive directors have
extensive public company experience including dealing with
corporate governance issues.
The new Board is now focused on completing its investigations
into the issues above and quickly resolving them whilst progressing
the considerable opportunities that the EVM strategic alliance
continues to present in multiple territories. Critically, we will
ensure that sound corporate governance is now fully embedded into
CMR across the organisation. This will ensure we can deliver
sustainable long-term shareholder growth from the EVM alliance's
opportunities.
Financials
During the period the Group made a pre-tax loss of GBP1,391,356
(six months ended 30 June 2021: loss of GBP415,553). This includes
a one-off net impairment on licence disposal of GBP667,075 and an
estimated credit loss of GBP352,885. The net assets of the Group
decreased from GBP4.9m as of 31 December 2021 to GBP3.7m as at 30
June 2022 mainly as a result of these impairments.
During the period, the net cash outflow from operating
activities was GBP343,382 and the net cash position decreased by
GBP1.1m to GBP1.4m.
Directors' Responsibility Statement
The Directors confirm that these condensed interim financial
statements have been prepared in accordance with UK adopted
International Accounting Standard 34, 'Interim Financial Reporting'
and the Disclosure Guidance and Transparency Rules sourcebook of
the United Kingdom's Financial Conduct Authority and that the
interim management report includes a fair review of the information
required by DTR 4.2.7 and DTR 4.2.8, namely:
-- an indication of important events that have occurred during
the first six months and their impact on the condensed set of
financial statements, and a description of the principal risks and
uncertainties for the remaining six months of the financial year;
and
-- material related-party transactions in the first six months
and any material changes in the related-party transactions
described in the last annual report.
The interim report was approved by the Board of Directors and
the above responsibility statement was signed on its behalf by:
Chris Lambert
Executive Chairman
30 September 2022
Condensed Consolidated Statement of Profit or Loss and Other
Comprehensive Income
Six months Six months
to 31 June to 31 June
2022 (unaudited) 2021 (unaudited)
Note GBP GBP
Administrative expenses 3 (724,268) (414,543)
Net impairment on licence disposal 4 (667,075) -
Finance costs (13) (1,010)
------------------- -------------------
Operating loss and loss before
taxation (1,391,356) (415,553)
Income tax expense - -
------------------- -------------------
Loss after taxation (1,391,356) (415,553)
Loss for the period (1,391,356) (415,553)
Items that may be reclassified
subsequently to profit and loss:
Exchange differences on translation
of foreign operations (18,932) 7,252
------------------- -------------------
(1,410,288) (408,301)
Total comprehensive loss attributable
to:
Owners of Caerus Mineral Resources
plc (1,389,620) (403,761)
Non-controlling interests (20,668) (4,540)
Earnings per share:
Basic and diluted (GBP) 8 (0.023) (0.0105)
All activities relate to continuing operations.
The above condensed Consolidated Statement of Profit or Loss and
Other Comprehensive Income should be read in conjunction with the
accompanying notes.
Condensed Consolidated Statement of Financial Position
As at As at
30 June 31 December
2022 2021
Note GBP GBP
ASSETS
Non-current assets
Intangible assets 5 2,398,598 2,578,529
Tangible assets 33,006 20,800
Total non-current assets 2,431,604 2,599,329
Current assets
Other receivables 165,395 432,239
Cash and cash equivalents 1,389,167 2,508,108
Total current assets 1,554,562 2,940,347
Total assets 3,986,166 5,539,676
------------ -------------
LIABILITIES
Non-current liabilities
Borrowings (515) (504)
Deferred tax liabilities 4 (146,199) (246,840)
Financial liability - contingent
consideration 4 - (186,916)
------------ -------------
Total non-current liabilities (146,714) (434,260)
Current liabilities
Trade and other payables (183,917) (154,099)
------------
Total current liabilities (183,917) (154,099)
Total liabilities (330,631) (588,359)
Net assets 3,655,535 4,951,317
============ =============
EQUITY
Share capital 6 612,113 612,113
Share premium 6 5,840,002 5,840,002
Share-based payment reserve 215,245 98,917
Foreign exchange reserve (38,531) (19,599)
Retained earnings (2,883,579) (1,512,891)
------------ -------------
Capital and reserves attributable
to owners of Caerus Mineral Resources
plc 3,745,250 5,018,542
------------ -------------
Non-controlling interests (89,715) (67,225)
------------ -------------
Total equity 3,655,535 4,951,317
============ =============
The above Condensed Consolidated Financial Statements should be
read in conjunction with the accompanying notes.
The Financial Statements were approved and authorised for issue
by the Board on 30 September 2022 and were signed on its behalf by:
Charlie Long, Director
Share-based Foreign
Share Share payment Retained exchange Non-controlling
capital premium reserve earnings reserve interest Total
GBP GBP GBP GBP GBP GBP GBP
---------------------- --------- ----------- ------------- ------------- ---------- --------------- -----------
Balance as at
30 June 2021 537,113 4,524,135 87,185 (1,106,643) (6,913) 107,774 4,142,651
---------------------- --------- ----------- ------------- ------------- ---------- --------------- -----------
Comprehensive
income
Loss for the
6 months - - - (406,248) - (166,169) (572,417)
Exchange differences
on translation
of foreign operations - - - - (12,686) (8,830) (21,516)
Total comprehensive
income for the
6 months - - - (406,248) (12,686) (174,999) (593,933)
Transactions
with owners recognised
directly in equity
Issue of shares 75,000 1,425,000 - - - - 1,500,000
Cost of shares
issued - (109,133) - - - - (109,133)
Issue of Warrants - - 11,732 - - - 11,732
---------------------- --------- ----------- ------------- ------------- ---------- --------------- -----------
Total transactions
with owners
recognised
directly in equity 75,000 1,315,867 11,732 - - - 1,402,599
---------------------- --------- ----------- ------------- ------------- ---------- --------------- -----------
Balance as at
31 December 2021 612,113 5,840,002 98,917 (1,512,891) (19,599) (67,225) 4,951,317
---------------------- --------- ----------- ------------- ------------- ---------- --------------- -----------
Comprehensive
income
Loss for the
6 months - - - (1,370,688) - (20,668) (1,391,356)
Exchange differences
on translation
of foreign operations - - - - (18,932) (1,822) (20,754)
Total comprehensive
income for the
6 months - - - (1,370,688) (18,932) (22,490) (1,412,110)
Transactions
with owners recognised
directly in equity
Issue of Warrants - - 116,328 - - - 116,328
Total transactions
with owners
recognised
directly in equity - - 116,328 - - - 116,328
---------------------- --------- ----------- ------------- ------------- ---------- --------------- -----------
Balance as at
30 June 2022 612,113 5,840,002 215,245 (2,883,579) (38,531) (89,715) 3,655,535
---------------------- --------- ----------- ------------- ------------- ---------- --------------- -----------
Condensed Consolidated Statement of Cash Flows
6 month 6 month
period ended period ended
30 June 30 June
2022 2021
Notes GBP GBP
Cash flow from operating activities
Loss for the period before taxation (1,391,356) (415,553)
Adjustments for:
Interest expense 13 1,010
Depreciation 11,926 -
Impairment of financial assets 3 352,885 -
Impairment of assets (net of
tax) 4 853,989 -
Write back of contingent consideration 4 (186,914) -
Share based payment expense 116,326 69,388
Foreign exchange gain on financial (44,034) -
assets
--------------
Operating cash flows before
movements in working capital (287,165) (345,155)
(Increase) in receivables (86,043) (144,790)
Increase/(decrease) in accounts
payable and accrued liabilities 29,826 (50,371)
-------------- ---------------
Net cash used in operating activities (343,382) (540,316)
Cash flow from investing activities
Expenditure on intangible assets (730,666) (88,347)
Expenditure on tangible assets (24,133) (1,892)
-------------- ---------------
Net cash used in investing activities (754,799) (90,239)
Cash flow from financing activities
Interest paid (13) (1,010)
Proceeds from the issue of equity - 2,550,000
Share issue costs - (187,620)
Net cash (outflow)/inflow from
financing activities (13) 2,361,370
Net (decrease)/increase in cash
and cash equivalents (1,098,194) 1,730,815
-------------- ---------------
Effect of exchange rates on cash (20,747) -
Cash and cash equivalent at beginning
of the half year 2,508,108 137,906
-------------- ---------------
Cash and cash equivalent at
end of the half year 1,389,167 1,868,721
============== ===============
The above condensed Consolidated Statement of Cash Flows should
be read in conjunction with the accompanying notes.
Notes to the condensed interim financial statements
1. General information
The principal activity of the Company and its subsidiaries (the
Group) is in mineral exploration and the development of appropriate
exploration projects. The Company's registered office is at
Eccleston Yards, 25 Eccleston Place, London, SW1W 9NF. Its shares
are listed on the Main Market of the London Stock Exchange under
the Standard Segment of the Official List under the ticker
"LSE:CMRS".
2. BASIS of PREPARATION
These condensed interim financial statements are for the six
months ended 30 June 2022 and have been prepared in accordance with
the accounting policies adopted in the Group's most recent annual
financial statements for the year ended 31 December 2021.
The Group have chosen to adopt IAS 34 "Interim Financial
Reporting" in preparing this interim financial information. They do
not include all the information required in annual financial
statements, and they should be read in conjunction with the
consolidated financial statements for the year ended 31 December
2021 and any public announcements made by Caerus Mineral Resources
Plc ("CMR") during the interim reporting period.
The business is not considered to be seasonal in nature.
The functional currency for each entity in the Group is
determined as the currency of the primary economic environment in
which it operates. The functional currency of the parent company
CMR is Pounds Sterling (GBP) as this is the currency that finance
is raised in. The functional currency of its subsidiaries is the
Euro as this is the currency that mainly influences labour,
material and other costs of providing services. The Group has
chosen to present its consolidated financial statements in Pounds
Sterling (GBP), as the Directors believe it is a more convenient
presentational currency for users of the consolidated financial
statements. Foreign operations are included in accordance with the
policies set out in the Annual Report and Accounts.
The condensed interim financial statements have been approved
for issue by the Board of Directors on 30 September 2022.
New standards, amendments and interpretations adopted by the
Group.
During the current period the Group adopted all the new and
revised standards, amendments and interpretations that are relevant
to its operations and are effective for accounting periods
beginning on 1 January 2022. This adoption did not have a material
effect on the accounting policies of the Group.
New standards, amendments and interpretations not yet adopted by
the Group.
The standards and interpretations that are relevant to the
Group, issued, but not yet effective, up to the date of these
interim Financial Statements have been evaluated by the Directors
and they do not consider that there will be a material impact of
transition on the financial statements.
Going concern
The condensed interim financial statements have been prepared on
the assumption that the Group will continue as a going concern.
Under the going concern assumption, an entity is ordinarily viewed
as continuing in business for the foreseeable future with neither
the intention nor the necessity of liquidation, ceasing trading or
seeking protection from creditors pursuant to laws or regulations.
In assessing whether the going concern assumption is appropriate,
the Directors take into account all available information for the
foreseeable future, in particular for the twelve months from the
date of approval of the condensed interim financial statements.
Following the review of ongoing performance and cash flows, the
Directors have a reasonable expectation that the Group has adequate
resources to continue operational existence for the foreseeable
future. The Directors have also considered the consequences of
Covid-19 and other events and conditions, and it has determined
that they do not create a material uncertainty that casts
significant doubt upon the entity's ability to continue as a going
concern.
Risks and uncertainties
The Directors continuously assess and monitor the key risks of
the business. The key risks that could affect the Group's
medium-term performance and the factors that mitigate those risks
have not substantially changed from those set out in the Group's
most recent annual financial statements for the year ended 31
December 2021.
Critical accounting estimates
The preparation of condensed interim financial statements
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the end of the
reporting period. Significant items subject to such estimates are
set out in Group's most recent annual financial statements for the
year ended 31 December 2021. The nature and amounts of such
estimates have not changed during the interim period except as
stated below.
Contingent consideration
Following a review of the licences originally acquired with the
acquisition of the NCC Group, the Directors have concluded that the
milestones to trigger the Contingent Consideration will not be met
and therefore have released this contingency of GBP186,914 in the
current period.
Impairment of exploration and evaluation assets
The Company reported on 5 September 2022 that licence Kalavasos
East AE4811 would not be renewed by the Cyprus Mines Service
Department due to the withdrawal of consent by the Cyprus Ministry
of Defence to have access to this area. This decision has triggered
an impairment review of those intangible assets held in relation to
this licence and has resulted in a net impairment on licence
disposal of GBP667,075.
Impairment of financial assets - estimated credit losses
The Group applies the IFRS 9 simplified approach to measuring
expected credit losses which uses a lifetime expected loss
allowance for all receivables. To measure the expected credit
losses, receivables have been grouped based on shared credit risk
characteristics and the days past due. The loss allowance as at 30
June 2022 (31 December 2021:GBPnil) was determined as follows:
30 June 2022 More than 60 days More than 120 days
past due past due
Expected loss rate 50% 100%
Gross carrying amount GBP100,000 GBP302,886
Loss allowance GBP50,000 GBP302,886
Receivables are written off where there is no reasonable
expectation of recovery. Indicators that there is no reasonable
expectation of recovery include, amongst others, the failure of a
debtor to engage in a repayment plan, and a failure to make
contractual payments for a period of greater than 120 days past
due. Impairment losses on receivables are presented as net
impairment losses within operating losses. Subsequent recoveries of
amounts previously written off are credited against the same line
item.
3. ADMINISTRATIVE EXPENSES
6 months 6 months
to 30 June to 30 June
2022 2021
GBP GBP
Wages and salaries 124,655 77,669
Regulatory fees 22,449 25,351
Share-based payments 116,327 69,388
Estimated credit loss 352,886 -
Foreign exchange 44,034 19,747
Legal and Professional fees 35,853 119,679
Other 28,064 102,709
------------ ------------
724,268 414,543
------------ ------------
4. NET IMPAIRMENT ON LICENCE DISPOSAL
6 months
to 30 June
2022
GBP
Impairment on intangibles acquired 905,769
Impairment on capitalised intangibles 48,861
Reversal of deferred tax liability (100,641)
------------
853,989
Reversal of contingent liability (186,914)
667,075
------------
5. INTANGIBLE ASSETS
The intangible assets held by the Group decreased primarily due
to the impairment of the Exploration and Evaluation Assets due to
the non-renewal of certain licences held by the NCC Group.
Exploration
and Evaluation
assets
GBP
Cost and carrying amount
At 30 June 2021 2,619,820
----------------
Acquisitions 250,792
Disposals (517,966)
Impairment on licence disposal (118,690)
Additions 344,573
----------------
At 31 December 2021 2,578,529
Impairment on licence disposal (853,989)
Additions to exploration assets 671,262
Foreign exchange movement 2,796
----------------
At 30 June 2021 2,398,598
----------------
6. SHARE CAPITAL AND SHARE PREMIUM
Number of Share Capital Share Premium Total
shares - GBP
Ordinary GBP
GBP
----------------------- ----------- ------------- ------------- ----------
As at 31 December
2020 23,900,000 239,000 1,627,665 1,866,665
------------------------ ----------- ------------- ------------- ----------
Issued 19 March
2021 26,500,000 265,000 2,385,000 2,650,000
Issued 11 June 2021 3,311,258 33,113 716,887 750,000
Cost of shares issued - - (205,417) (205,417)
------------------------ ----------- ------------- ------------- ----------
As at 30 June 2021 53,711,258 537,113 4,524,135 5,061,248
------------------------ ----------- ------------- ------------- ----------
Issued 5 October
2021 7,500,000 75,000 1,425,000 1,500,000
Cost of shares issued (109,133) (109,133)
------------------------ ----------- ------------- ------------- ----------
As at 31 December
2021 61,211,258 612,113 5,840,002 6,452,115
------------------------ ----------- ------------- ------------- ----------
As at 30 June 2022 61,211,258 612,113 5,840,002 6,452,115
------------------------ ----------- ------------- ------------- ----------
7. WARRANTS
The Group has issued the following warrants, which are still in
force at the balance sheet date.
Date of Reason for issue No. of Exercise Expiry
Issue warrants price pence Date
per share
------------ -------------------------------- ----------- ------------ ---------
Founder warrants - dated from
25/01/2018 Admission 2,100,000 5.0 19.03.24
Seed/investor warrants - dated
25/01/2018 from Admission 2,300,000 5.0 06.04.25
Investor warrants - dated
25/01/2018 from Admission 1,000,000 5.0 19.03.23
19/03/2021 Broker warrants - Share issue 3,360,000 12.5 19.03.23
Bonus warrants - Employee
19/03/2021 compensation 2,000,000 5.0p 19.03.23
Performance warrants- Employee
16/06/2021 compensation 2,000,000 12.5p 10.01.25
Introduction warrants - Cost
16/06/2021 of services 441,174 20.0p 16.06.23
05/10/2021 Placing warrants - Share issue 3,750,000 30.0p 05.10.23
Broker warrants - Cost of
05/10/2021 services 432,000 20.0p 05.10.24
Bonus warrants - Employee
07/01/2022 compensation 1,000,000 5.0p 07.01.25
-----------
18,383,174
-----------
On 6 April 2022, the expiry date of the Seed warrants was
extended from 19 March 2021 to 6 April 2025. On 7 January 2022,
1,000,000 Bonus warrants were issued to Professor Michael Johnson
at a price of 7.5p per share with an expiry date of 7 January 2025.
These were issued in lieu of salary. The exercise price was
subsequently reduced on 28 April 2022 to 5p per share.
On 10 January 2022, the exercise price of the Performance
warrants, issued to Martyn Churchouse, was reduced to 12.5p and the
expiry date was extended to 10 January 2025. On 3 May 2022, the
exercise price of the 2,000,000 Bonus warrants, previously issued
to Professor Michael Johnson was reduced to 5p.
The Board is looking to cancel certain warrants owned by the
previous directors due to incomplete disclosure issues . Progress
on this issue will be announced to the market in due course .
8. EARNINGS PER SHARE
The calculation for basic earnings per Ordinary Share is based
on the profit after income tax attributable to equity Shareholder
for the period and is as follows:
Six months Six months
to 30 June 2021 to 30 June 2021
Loss attributable to equity
Shareholders (GBP) (1,391,356) (415,553)
----------------- -----------------
Weighted average number of
Ordinary shares 61,211,258 39,413,411
----------------- -----------------
Loss per Ordinary share (GBP) (0.023) (0.0105)
----------------- -----------------
Earnings per Ordinary share are calculated using the weighted
average number of Ordinary shares in issue during the period. A
loss was made during the period and diluted EPS are therefore equal
to undiluted EPS.
9. PROVISIONS AND CONTINGENT LIABILITIES
In relation to the amended share purchase agreement between BMG
Resources, New Cyprus Copper P.A. Ltd and Treasure Development
Limited, the Directors believe that BMG Resources' A$2m claim is
without merit and is unlikely to be realised. The Directors are
also of the opinion that the claimant has no recourse to assets
beyond those within the subsidiaries concerned. Therefore, no
provision has been included in these interim condensed consolidated
financial statements.
10. SUBSEQUENT EVENTS
Michael Johnson's shareholding included in the Report and
Accounts for the year ended 31 December 202 1 was incorrectly
reported. Based on Michael Johnson's TR1 disclosures of 28
September 2022, his holding was 5.1m
ordinary shares and an 8.3% interest in the Company as at 27 September 2021.
Although the Board believes Michael Johnson made no CMR share
acquisitions or disposals between 27 September 2021 and 31 December
2021, it is of the opinion that there remain inconsistencies with
these TR1 disclosures.
There have been no other post balance sheet events to
report.
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END
IR FIFSEARIIVIF
(END) Dow Jones Newswires
September 30, 2022 02:00 ET (06:00 GMT)
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