TIDMMILA
RNS Number : 4017W
Mila Resources PLC
21 December 2021
Mila Resources Plc / Index: LSE / Epic: MILA / Sector: Natural
Resources
21 December 2021
Mila Resources Plc
("Mila" or "the Company")
Final Results
Mila Resources Plc, a London listed natural resources company,
is pleased to present its final results for the year ended 30 June
2021.
Dear Shareholder
We have pleasure in presenting the financial statements for the
year ended 30 June 2021.
During the period under review, our primary focus was on the
successful conclusion of the acquisition of an initial 30% interest
in the Kathleen Valley gold project ("Project") in Western
Australia from Trans Pacific Energy Group Pty Ltd ("TPE"). The
acquisition, which was successfully delivered post year end in
November 2021, will be followed by a staged earn-in process based
on success milestones. We believe that with the initial interest
now secured, and a defined development plan being executed to
precipitate the transfer of the balance of ownership, Mila is in a
strong position to deliver on its objective to become a
post-discovery exploration accelerator.
To support this objective, concurrently to the acquisition, Mila
completed an oversubscribed fund raise and raised GBP3.5m before
costs. The Company now intends to continue to drill intensively and
develop the mineral resource at the Project using funds raised from
its shareholders and from the recent placing.
The Mila Board was also further bolstered in November 2021 to
reflect our transition into an operating company. We expanded our
team with the inclusion of two experienced executives, Mr Neil
Hutchison (Chief Technical Officer) and Mr Lindsay Mair
(Non-executive Director). Please join me in welcoming them to the
Mila Team. Together, we now believe we have the right management
team in place to see the Company to the next stage in its
development.
Kathleen Valley Gold Project in Western Australia
The project is located in the prolific Wiluna-Norseman gold belt
which hosts several world-class mines owned by a number of premier
Australian gold companies including Northern Star and St
Barbara.
The Kathleen Valley gold project has been discovered next door
and on strike to recent discoveries by ASX listed Bellevue Gold, a
company that has made substantial discoveries in the region
particularly with the Deacon and Viago extensions of the historic
Bellevue mine located 7km south of the Project. In June 2020,
Bellevue made a discovery at its Government Well prospect, which is
on the western boundary of our Kathleen Valley Project. Bellevue
has grown substantially in the last year, and now has a market
capitalisation of over A$1.1 billion. In May 2019, TPE commenced
drilling at the Project and made its first discovery holes. TPE
carried out further drilling in September 2020 with peak gold
grades of 13.95 g/t.
Further details on the Kathleen Valley Project can be found in
the prospectus on the Mila Resources website
http://www.milaresources.com .
Fund Raise - post year end
Concurrently with the acquisition of the Kathleen Valley Project
the Company concluded a GBP3.5m fund raising (before costs) by
issuing 145,833,333 new ordinary shares ("Investor Shares") at 2.4p
each. The shares carry equal voting rights and rank pari passu for
the distribution of dividends and repayment of capital. The
Investor Shares each come with a 5-year warrant attached with has
an exercise price of 4.8p.
Further details on the Fund Raise can be found in the prospectus
on the Mila Resources website http://www.milaresources.com and in
Note 24 Subsequent Events in the Notes to the accounts.
Appointment of New Directors - post year end
Neil Hutchison (51 years old) (Chief Technical Officer)
Neil has more than 25 years' experience in the mining industry,
working throughout Australia and overseas. He has a track record of
mineral discovery, resource and reserve definition, project
development, evaluations and acquisitions. Neil was Exploration
Superintendent at the Cosmos Nickel Project with Jubilee Mines and
was part of the team that discovered the Alec Mairs, Prospero and
Tapinos deposits which led to the AUD$3.1 billion takeover of
Jubilee Mines by Xstrata in 2007. Neil graduated with First Class
Honours in Geology from the University of Southern Queensland and
is a member of the Australian Institute of Geoscientists (AIG). He
is also a non-executive director of ASX listed Kairos Minerals, a
company with a gold project in Western Australia, and Estrella
Resources Limited.
Lindsay Mair (63 years old) (Non-Executive Director)
Lindsay is an experienced investment banker with a 30-year
career in the City. He qualified as a chartered accountant with
Touche Ross (now Deloitte) in 1987. He then worked in the corporate
finance departments of various City firms, most recently at SP
Angel (which has a broad range of clients in the mining sector).
From 2017 until 2019, he was a non-executive director of Kin Group
plc, which acquired Bidstack Limited in a reverse takeover, where
he assisted with the takeover and a number of fundraisings. He is
the Chief Financial Officer of Low 6 Limited, which operates a B2B
gamification platform for sports franchises.
For those readers who appreciate more detail, below I have
reproduced an extract from the RNS - Readmission to Trading &
First Day of Dealings (Issued on the 23(rd) November 2021). It is
an excellent summation of the transaction; apologies for any
repetition from above.
Extract from - Readmission to Trading & First Day of
Dealings (Issued via RNS 23(rd) November 2021)
Further to the announcement of 22 November 2021, the board of
Mila is pleased to announce the readmission of its entire share
capital, being 306,331,057 ordinary shares of GBP0.01 each
("Ordinary Shares") to the Official List (by way of a Standard
Listing under Chapter 14 of the Listing Rules) and to trading on
the London Stock Exchange's Main Market for listed securities (the
"Readmission"). The Company's Readmission follows the acquisition
of an initial 30% interest in the Kathleen Valley gold project and
the exploration licence E36/876 in the Kathleen Valley (satisfied
by the issue of 83,543,197 Ordinary Shares at a price of GBP0.024
per Ordinary Share,GBP300,000 in cash consideration, the issue of
15,448,370 Ordinary Shares to Diversified Minerals Pty Ltd ("DM")
pursuant to the DM loan agreement dated 4 February 2021, and by
novating the GBP229,393 Series 3 Loan Notes from New Generation
Minerals Limited to the Company which converts to 12,744,032
Ordinary Shares on Readmission.). In addition, the Company has
granted 242,264,111 warrants, on the terms and as set out in the
Prospectus dated 29 October 2021 to, the directors, certain
advisors, investors and shareholders, all of which are due to
expire on 31 December 2026.
Overview
Readmission to the Official List following the acquisition, by
way of a reverse takeover, of an initial 30% interest in
exploration licence E36/876 in the Kathleen Valley (the "Licence")
and the Kathleen Valley gold project (the "Project") (collectively
the "Acquisition") in Western Australia - with the intention to
acquire an additional 50% interest in the Licence and the Project
in two further tranches:
-- Maiden gold discovery 2019 at Kathleen Valley
-- 'Tip of the iceberg': initial 21,000oz gold JORC Inferred
resource defined and 145,000-280,000oz gold JORC Exploration Target
from only 2,160m RC drilling to date
-- The Project is located in the Wiluna-Jundee belt and adjacent to Bellevue Gold
-- The region hosts some of the largest gold projects in Australia
-- Abundance of mining infrastructure in vicinity that may
provide a number of commercial development routes without the
requirement to build a stand-alone processing plant
-- World class province for mining investment
-- First drill programme of 11,000m - intended to provide a
pipeline of high impact news flow
-- Independent valuation of approximately GBP15,000,000 (based
on a 100% interest in the Project)
-- Raised gross proceeds of GBP3,500,000 through a Placing and
Subscription at an offer price of 2.4p per share to support a
comprehensive exploration and drilling programme at the Project,
including the proposed first drill programme of 11,000m, and for
further working capital
-- Appointment of two new directors to execute the Company's
operational and corporate objectives - Neil Hutchison as Chief
Technical Officer and Lindsay Mair as Non-Executive Director
Further Information
The Company was established to undertake an acquisition of a
company or project in the natural resources sector. The Company was
admitted to listing on the Official List of the FCA by way of a
Standard Listing and to trading on the London Stock Exchange plc's
Main Market on 7 October 2016 ("Initial IPO").
On 16 November 2020, the Company announced it had signed a
non-binding Heads of Terms with New Generation Minerals Limited
("NGM"), a mining exploration company with mining exploration
projects in Western Australia and Argentina.
The Company subsequently entered into a conditional agreement
(the "Acquisition Agreement") to acquire an initial 30% interest in
the Kathleen Valley gold project ("Kathleen Valley Project" or the
"Project") and the exploration licence E36/876 in the Kathleen
Valley ("Kathleen Valley Licence") from Trans Pacific Energy Group
Pty Ltd ("TPE"), a wholly owned subsidiary of NGM, for
consideration of GBP2,812,500 by way of issuing 83,543,197 new
Ordinary Shares at a price of GBP0.024 per Ordinary Share in the
Company (the "Initial Consideration Shares") to TPE, GBP300,000 in
cash consideration, by allotting and issuing 15,448,370 new
Ordinary Shares to Diversified Minerals Pty Ltd ("DM") pursuant to
the DM Loan Agreement, and by novating the GBP229,393 Series 3 Loan
Notes from NGM to the Company which will convert to 12,744,032 new
Ordinary Shares on Readmission. On Readmission, the Company will
list the Initial Consideration Shares and the Ordinary Shares
issued pursuant to the Series 3 Loan Notes and the DM Loan
Agreement.
Post-Readmission, and conditional on the successful completion
of 11,000 metres drilling at Kathleen Valley, the Company will have
a right to purchase a further 25% interest in the Kathleen Valley
Project and the Kathleen Valley Licence from TPE for consideration
of GBP2,343,750 by way of issuing 97,656,750 new Ordinary Shares at
a price of GBP0.024 per Ordinary Share in the Company (the "Second
Consideration Shares") to TPE. The Company will then seek to list
the Second Consideration Shares.
Finally, and conditional on a second spend by the Company of not
less than GBP1,500,000, the Company will have a right to acquire
the remaining 25% interest in the Kathleen Valley Project and
Kathleen Valley Licence from TPE for consideration of GBP2,343,750
by way of issuing 97,656,750 new Ordinary Shares in the Company at
a price of GBP0.024 per Ordinary Share (the "Third Consideration
Shares") to TPE. On completion of the allotment, the Company will
also seek to list the Third Consideration Shares. There is no
guarantee that the Company will issue the Second Consideration
Shares and/or the Third Consideration Shares, as they are dependent
on the aforementioned conditions being met in relation to the
Project and pursuant to the Acquisition Agreement.
Kathleen Valley
Kathleen Valley lies approximately 20 kilometres south of BHP's
Mount Keith nickel mine and within the Mount Keith-Kathleen
Valley-Leinster minerals belt. Kathleen Valley is located close to
the main goldfield highway and the electrical grid, and there are
several gold processing plants in the district. It is approximately
30 kilometres north of the town of Leinster, and close to pending
and historical mines of BHP, Western Areas (nickel), Bellevue Gold
(gold/copper) and Liontown Resources (lithium/tantalum).
Gold has been mined in the area since the 1890s, with most of
the early production coming from the Kathleen Valley (4km north of
the Kathleen Valley Project area) and Sir Samuel (Bellevue) (5km
south
of the Kathleen Valley Project area) mining centres.
A review of historic exploration work completed within the
project area has indicated that the majority of exploration has
been for gold and nickel. The most comprehensive work was completed
by Barrick Gold and joint venture partners between 1992 and 2003.
This exploration work largely focused on gold and included rock
chip sampling, widespread auger soil sampling and RC drilling
testing of some gold targets.
TPE has so far completed 12 RC drillholes. Drilling commenced in
April 2019 with an initial two holes completed which included a
discovery hole of 4g/t of gold. TPE recommenced drilling in
September 2020 with a further 10 holes drilled. A total of 2,160m
was drilled. The first two holes were drilled by Jarrahfire and the
remaining 10 by Ausdrill Ltd. Rig samples were collected on
one-metre intervals after going through a rig mounted cyclone and
cone splitter.
Areas where no mineralisation was identified were sampled with
four-metre composites. Areas of interest were sampled on one-metre
intervals. Four-metre composites were re-sampled, if required, by
spear sampling the appropriate one-metre sample.
Strategy and Work Programme
The strategy of the Company is to deploy existing cash resources
and the net proceeds of the placing and subscription towards
exploration work at the Kathleen Valley Project. The Company
intends to commence with an exploration drilling programme
immediately following Readmission on the current target and
proposes to drill new targets in the Northern portion of the
Project (further details are outlined in the CPR in Part V of the
Prospectus which can be found on the Company's website at
www.milaresources.com ).
The Company intends to seek to establish an updated JORC Mineral
Resource following the drilling programme assuming further gold has
been discovered. The overall strategy of the Company is to identify
mineral resources sufficient to develop the Project into
production. The Board believes that there are a number of
development routes given the abundance of mining infrastructure
locally, therefore, it does not envisage the requirement to build
its own plant to process the mineral ore but rather proposes to
enter into arrangements including joint ventures, toll treatment or
the disposal of the Project to a mining company in the region.
The Company's initial target in the Kathleen Valley tenement
will be to drill test the Inferred Mineral Resource Estimate and
JORC Exploration Target. To further define the potential of the
Inferred Mineral Resource Estimate and JORC Exploration Target,
with the aim of attempting to progress the Inferred Mineral
Resource in size and confidence level in the Mineral Resource
Estimate, the Board and CSA Global (the consultant that completed
the Competent Persons Report on Kathleen Valley) recommend the
following:
-- To drill approximately 25 to 35 suitably spaced new holes
with reserves circulation drilling and diamond tails where
appropriate, with 8 to 10 of the new holes drilled to a depth of
400 meters. The new holes should both:
-- infill within the existing Inferred Mineral Resource Estimate
and JORC Exploration Target to increase confidence levels in the
continuity of mineralising;
-- seek to extend the mineralising outside the current Inferred
Mineral Resource Estimate and JORC Exploration Target area;
-- To complete DHEM on selected holes to assist in guiding the
deeper and extensional drilling; and
-- To conduct specific gravity measurements and metallurgical
test work on the diamond drilling core to educate any potential
future Mineral Resource Estimate.
Furthermore, the 2019 regolith shallow auger sampling campaign
identified two additional structural gold trends in the north west
and north of the Exploration Target. CSA Global recommends that
these should also be explored and could cost efficiently be done in
conjunction with the work above.
CSA Global recommends NGM complete the following:
-- Drill approximately 6 to 10 suitably spaced new holes with
reverse circulation drilling to a depth of 200 metres; and
-- DHEM be completed on selected holes to identify below-surface anomalies.
The second-stage investigation of the Project will focus on more
detailed geological and Geochemical studies of targets for both
mineralisation styles defined during the first stage, and on
drilling (both percussion and diamond) to more fully define the
potential for viable mineralisation.
The mineral property held by the Company is considered to be an
"exploration project" that is intrinsically speculative in nature.
The Project is at the "advanced exploration" stage. CSA Global
considers, however, the Project to be of sound technical merit and
to be sufficiently prospective, subject to varying degrees of
exploration risk, and to warrant further exploration and assessment
of its economic potential, consistent with the proposed
programme.
The Company has prepared staged exploration and evaluation
programmes, specific to the potential of the Project, which are
consistent with the budget allocations, and warranted by the
exploration potential of the Project. CSA Global considers that the
relevant areas have sufficient technical merit to justify the
proposed programmes and associated expenditure.
Financial
Funding
At the year end the Company was funded through investment from
its Shareholders following the Company's successful Standard
Listing IPO onto the London Stock Exchange in 2016, raising GBP1.05
million before costs. During the year the Company raised GBP0.3m,
before costs, via convertible loan notes. Post year end the Company
completed an equity raise GBP3.5m (before Costs). It did this
concurrently with the Kathleen Valley acquisition. The new funding
will allow the Company to fund operations and meet its current
exploration plans for at least the next 12 months.
Expenditure
During the year, the Company has continued its fiscal discipline
with the Company continuing to maintain low overheads. Any monies
spent on business development opportunities has only occurred after
a particular project has passed our initial technical review.
Current Assets
At 30 June 2021, the Company was not owed any money (2020:
GBP85,849). During the year ended 30 June 2020, the Company was the
holder of a secured loan provided to an RTO target E-Tech Metals
Limited ('E-Tech'), which was fully repaid in November 2020.
Liquidity, cash and cash equivalents
At 30 June 2021, the Company held GBP329,628 (2020: GBP186,316)
of cash and cash equivalents, all of which are denominated in
pounds sterling.
Mark Stephenson
Executive Director
21 December 2021
Strategic Report
Understanding our business
The Company was incorporated on 3 June 2015, with the view of
pursuing an initial public offering of its securities onto the
London Stock Exchange through a Standard Listing to raise the
necessary funds required for the execution of the business
strategy, which is to acquire a business or asset. More
specifically, the strategy is to act as a post discovery
accelerator, where the Company identifies target(s) that have
already had an early-stage geological discovery. Additional targets
will be sought, however, the current priority is to develop and
unlock the potential in the Kathleen Valley Gold Project.
This IPO was completed during 2016, with the Company
successfully raising GBP1,050,000 before costs with Admission to
the Main Market of the London Stock Exchange in October 2016. Since
the IPO the Company has been engaged in searching for and
evaluating specific targets (business or asset) that were
compatible with the Company's Business Strategy. During this time
suitable businesses and assets were initially identified, however,
prior to the recently completed transaction on Kathleen Valley,
these other proposed transactions were abandoned for specific
reasons relating to each individual proposed transaction.
The impact of the Covid-19 pandemic on global supply chains is a
well-documented phenomenon which has affected many industries
globally, including the gold exploration sector in Western
Australia. As a result, the lead times for the equipment and
consumables required have lengthened over the last 12 months. To
manage this risk, it is important that key equipment and materials
are ordered on a timely basis to minimise the potential for supply
chain disruption to drilling operations. The directors are
confident that with the forward planning already place the current
and future impacts of supply disruption can be held to a
minimum.
Key performance indicators
It is the Board's intention, in the near term, to identify
appropriate key performance indicators following the recent
successful acquisition of the Kathleen Valley Gold Exploration
Project in Western Australia. The transaction was completed and
ratified by the Mila shareholders on Monday the 22(nd) of November
2021. Further details on the transaction can be found in Statement
from the Board.
Business review
For a review of developments in the year, please see page 4, the
"Statement from the Board".
Principal risks and uncertainties
The principal risks currently faced by the Company relate
to:
Acquiring Less than Controlling Interests
The Company may acquire either less than whole voting control
of, or less than a controlling equity interest in, a target, which
may limit the Company's operational strategies and reduce its
ability to enhance Shareholder value.
Inability to Fund Operations Post-Acquisition
The Company may be unable to fund the operations post
acquisition of the target business if it does not obtain additional
funding, however, the Company will ensure that appropriate funding
measures are taken to ensure minimum commitments are met. The
current global pandemic, Covid-19, may make obtaining of sufficient
funds more challenging.
The Company's Relationship with the Directors and Conflicts of
Interest
The Company is dependent on the Directors to identify potential
acquisition opportunities and to execute an acquisition.
The Directors are not obliged to commit their whole time to the
Company's business; they will allocate a portion of their time to
other businesses which may lead to the potential for conflicts of
interest in their determination as to how much time to assign to
the Company's affairs. Following the successful transaction, it has
been proposed that the Company establishes a Conflicts Committee.
The role of the Conflicts Committee is to assist the Board in
monitoring actual and potential conflicts of interest under the
definitions of the Companies Act 2006. Under the Companies Act 2006
Directors are responsible for their individual disclosures of
actual or potential conflict. To follow best practice, the
Conflicts Committee holds discussions where appropriate, with the
Company's UK lawyers.
Risks Inherent in an Acquisition
Although the Company and the Directors will evaluate the risks
inherent in a particular target, they cannot offer any further
assistance that all of the significant risk factors can be
identified or properly assessed. Furthermore, no assurance can be
made that an investment in Ordinary Shares in the Company will
ultimately prove to be more favourable to investors then a direct
investment, if such an opportunity were available, in a target
business.
Reliance on External Advisors
The Directors expect to rely on external advisors to help
identify and assess potential and future acquisitions and there is
a risk that suitable advisors cannot be placed under contract or
that such advisors that are contracted to fail to perform as
required.
Reliance on Income from the Acquired Activities
Following an acquisition, the Company may be dependent on the
income generated by the acquired business or from the subsequent
divestment of the acquired business to meet the Company's expenses.
If the acquired business is unable to provide the sufficient
amounts to the Company, the Company may be unable to pay its
expenses or make distributions and dividends on the Ordinary
Shares.
For the further commentary on the Company's risk management
policies.
Gender analysis
A split of our employees and directors by gender and average
number during the year is shown below:
Male Female
Directors 2 nil
Corporate social responsibility
We aim to conduct our business with honesty, integrity and
openness, respecting human rights and the interests of our
shareholders and employees. We aim to provide timely, regular and
reliable information on the business to all our shareholders and
conduct our operations to the highest standards.
We strive to create a safe and healthy working environment for
the wellbeing of our staff and create a trusting and respectful
environment, where all members of staff are encouraged to feel
responsible for the reputation and performance of the Company.
We aim to establish a diverse and dynamic workforce with team
players who have the experience and knowledge of the business
operations and markets in which we operate. Through maintaining
good communications, members of staff are encouraged to realise the
objectives of the Company and their own potential.
The Board would like to take this opportunity to thank our
shareholders, Board and advisors for their support during the
year.
Section 172 Statement
Section 172 of the Companies Act 2006 requires Directors to take
into consideration the interests of stakeholders and other matters
in their decision making. The Directors continue to have regard to
the interests of the Company's stakeholders, however it should be
noted that because Mila is a small "shell" company; with only two
directors; no employees and the impacts of its activities is
limited. This statement forms part of the strategic report.
However, following the successful transaction in November 2021 this
will be reconsidered during the current year.
When making decisions the Company takes into account the impact
of its activities on the community, the environment and the
Company's reputation for good business conduct. In this context,
acting in good faith and fairly, the Directors consider what is
most likely to promote the success of the Company for its members
in the long term.
The Directors are fully aware of their responsibilities to
promote the success of the Company in accordance with section 172
of the Companies Act 2006. The Board continuously reflects on how
the Company engages with its stakeholders and opportunities for
enhancement in the future. As required, the Company's external
lawyers and the Company Secretary will provide support to the Board
to help ensure that enough consideration is given to issues
relating to the matters set out in s172(1)(a)-(f).
The Board regularly reviews the Company's principal stakeholders
and how it engages with them. This is achieved through information
provided by management via Regulatory News Service announcements,
Corporate Presentations, and Shareholder Meetings and
teleconferences and also by direct engagement with stakeholders
themselves.
We aim to work responsibly with our stakeholders, including
suppliers. The key Board decisions made in the year and post year
end are set out below:
Significant events/decisions Key s172 matter(s) affected Actions and Consequences
Entered into non-binding Shareholders and Business The consequences of this
Head of Terms with regards Relationships decision were to allocate
to the possible acquisition capital to the RTO process
of the Kathleen Valley to fully investigate
Project in Western Australia the suitability of the
from NGM. RTO target.
Acquired the Kathleen Business Relationships This decision provides
Valley Project in Western and Shareholders a pathway to acquire
Australia from NGM (3 an asset, which if successful,
stage earn in) - post should meet the Company's
year end strategy.
Fund Raise of GBP3.5m Business Relationships This decision provides
(excluding costs) - post and Shareholders a pathway to finance
year end the exploration and development
of the Kathleen Valley
Project asset.
The Directors are monitoring the environmental position as the
project continues and will provide disclosure when appropriate.
Finally, to you, our shareholders, thank you for your trust and
support. I hope you stay safe and well and I look forward to
meeting you face to face at a Company event when our world returns
to what will be a 'new normal'.
This report was approved by the board on 21 December 2021 and
signed on its behalf.
Mark Stephenson
Chief Executive Officer
Statement Of Comprehensive Income
For The Year Ended 30 June 2021
Year ended Year ended
30 June 2021 30 June 2020
Notes GBP GBP
Administrative expenses (421,440) (220,220)
-------------- --------------
Operating loss (421,440) (220,220)
Other Revenue 4 37,500 -
Interest receivable 8 1,553 849
-------------- --------------
Loss on ordinary activities before
taxation 5 (382,387) (219,371)
Tax on loss on ordinary activities 9 - -
-------------- --------------
Loss and total comprehensive loss
for the period attributable to the
owners of the company (382,387) (219,371)
============== ==============
Earnings per share (basic and diluted)
attributable to the equity holders
(pence) 10 (1.65) (0.95)
The above results relate entirely to continuing activities.
The accompanying notes form part of these financial
statements.
Statement Of Financial Position
For The Year Ended 30 June 2021
Year ended Year ended
30 June 2021 30 June 2020
Notes GBP GBP
CURRENT ASSETS
Trade and other receivables 11 24,185 23,705
Cash and cash equivalents 13 329,628 186,316
Loans receivable 12 - 85,849
-------------- --------------
353,813 295,870
-------------- --------------
TOTAL ASSETS 353,813 295,870
-------------- --------------
CURRENT LIABILITIES
Trade and other payables 14 178,309 86,671
Convertible Loan Notes 15 348,692 -
-------------- --------------
TOTAL LIABILITIES 527,001 86,671
-------------- --------------
NET ASSETS (173,188) 209,199
============== ==============
EQUITY
Share capital 17 232,000 232,000
Share premium 17 849,300 849,300
Share based payment reserve 18 4,720 4,720
Retained loss (1,259,208) (876,821)
TOTAL EQUITY (173,188) 209,199
============== ==============
The accompanying notes form part of these financial
statements.
These financial statements were approved by the Board of
Directors on 21 December 2021 and were signed on its behalf by:
______________________________
Lee Daniels
Executive Director
Company number: 09620350
Statement Of Cashflows
For the Year Ended 30 June 2021
Year ended Year ended
30 June 2021 30 June 2020
GBP GBP
Cash flow from operating activities
Loss for the year (382,387) (219,371)
Operating cashflow before working
capital movements (382,387) (219,371)
Increase in trade and other receivables (480) (6,063)
Increase in trade and other payables 91,638 68,926
Interest income (1,553) (849)
Interest Expense 8,692 -
Net cash outflow from operating activities (284,090) (157,357)
-------------- --------------
Cash flow from investing activities
Repayment of loan from E-Tech / (Loan
to E-tech) 85,849 (85,000)
Interest Income received 1,553 -
Net cash inflow from investing activities 87,402 -
-------------- --------------
Cash flow from financing activities
Convertible Loan Notes 340,000 -
-------------- --------------
Net increase / (decrease) in cash
and cash equivalents 143,312 (242,357)
Cash and cash equivalents at the
beginning of the year 186,316 428,673
Cash and cash equivalents at the
end of the year 329,628 186,316
============== ==============
There were no material non-cash transactions in the year
Statement Of Changes In Equity
For The Year Ended 30 June 2021
Share Share Premium Share Based Retained Total
Capital Payment Loss
Reserve
GBP GBP GBP GBP GBP
Balance at 1 July
2019 232,000 849,300 4,720 (657,450) 428,570
--------- -------------- ------------ ------------ ----------
Total comprehensive
loss for the year - - - (219,371) (219,371)
Balance at 30 June
2020 232,000 849,300 4,720 (876,821) 209,199
--------- -------------- ------------ ------------ ----------
Total comprehensive
loss for the year - - - (382,387) (382,387)
Balance at 30 June
2021 232,000 849,300 4,720 (1,259,208) (173,188)
--------- -------------- ------------ ------------ ----------
The accompanying notes form part of these financial
statements.
Notes to The Financial Statements
For The Year Ended 30 June 2021
1 GENERAL INFORMATION
Mila Resources Plc (the "Company") looks to identify potential
companies, businesses or asset(s) that will increase shareholder
value.
The Company is domiciled in the United Kingdom and incorporated
and registered in England and Wales as a public limited company.
The Company's registered office is 65 Gresham Street, London, EC2V
7NQ. The Company's registered number is 09620350.
2 ACCOUNTING POLICIES
2.1 Basis of preparation
The Financial Statements of the Company have been prepared in
accordance with International Financial Reporting Standards
("IFRS") and IFRS Interpretations Committee ("IFRS IC") as adopted
by the European Union and the Companies Act 2006 applicable to
companies reporting under IFRS.
The Financial Statements have been prepared under the historical
cost convention. The principal accounting policies are set out
below and have, unless otherwise stated, been applied consistently
for all periods presented in these Financial Statements. The
Financial Statements are prepared in pounds Sterling and presented
to the nearest pound.
2.2 Going concern
The Financial Statements have been prepared under the going
concern assumption, which presumes that the Company will be able to
meet its obligations as they fall due for at least the next twelve
months from the date of the signing of the Financial
Statements.
The Company had a net cash inflow from operating activities for
the year of GBP143,312 (2020: outflow GBP242,357) and at 30 June
2021 had cash and cash equivalents balance of GBP329,628 (2020:
GBP186,316).
Notwithstanding the loss incurred during the year under review,
the Directors are confident that the Company will be able to meet
its obligations as they fall due for at least the next twelve
months as they have recently completed at fund raise of GBP3.5m,
before costs, as part of the transaction to acquire the Kathleen
Valley Project. The currently planned exploration expenditure is in
the region of GBP2m, however it should be noted that the
exploration expenditure is discretionary and there are no committed
exploration costs.
The Directors have made enquires and assessed the potential
impact of the COVID-19 virus on the
Company. As such, whilst they acknowledge that COVID-19 could
continue to have long lasting and significant impacts on the global
economy, the Directors believe that the Company has sufficient
finance to meet their obligations as they fall due for a period of
at least 12 months from the date of approval of the financial
statements.
2.3 Standards, amendments and interpretations to existing
standards that are not yet effective and have not been early
adopted by the Company
New standards, amendments to standards and interpretations:
During the financial year, the Company has adopted the following
new IFRSs (including amendments thereto) and IFRIC interpretations
that became effective for the first time.
Standard Impact on initial application Effective date
----------------------------- ------------------------------- -----------------
IFRS 3 (amendments) Definition of a Business 01 January 2020
IFRS standards (amendments) References to the Conceptual 01 January 2020
Framework
IAS 1 (amendments) Definition of Material 01 January 2020
IAS 8 (amendments) Definition of Material 01 January 2020
IFRS 9, IAS 39 and Interest Rate Benchmark Reform 01 January 2020
IFRS 7 (amendments)
IFRS 3 (amendments) Definition of a Business 01 January 2020
IFRS standards (amendments) References to the Conceptual 01 January 2020
Framework
IFRS 3 (amendments) Definition of a Business 01 January 2020
IFRS standards (amendments) References to the Conceptual 01 January 2020
Framework
IAS 1 (amendments) Definition of Material 01 January 2020
IAS 8 (amendments) Definition of Material 01 January 2020
----------------------------- ------------------------------- -----------------
No new standards, amendments or interpretations, effective for
the first time for the financial year beginning on or after 1 July
2019 have had a material impact on the Company.
Standards issued but not yet effective:
At the date of authorisation of these financial statements, the
following standards and interpretations relevant to the Company and
which have not been applied in these financial statements, were in
issue but were not yet effective.
Standard Impact on initial application Effective date
---------------------------- -------------------------------- ----------------
IFRS standards (amendments) Interest rate benchmark reform 01 January 2021
IFRS 3 (amendments) Business combinations 01 January 2022
IAS 37 (amendments) Onerous contracts 01 January 2022
IFRS standards (amendments) 2018-2020 annual improvement 01 January 2022
cycle
IAS 16 (amendments) Proceeds before intended 01 January 2022
use
IFRS 17 Insurance Contracts 01 January 2023
IFRS 17 (amendments) Insurance contracts 01 January 2023
IAS 1 (amendments) Reclassification of liabilities 01 January 2023
as current or non-current
---------------------------- -------------------------------- ----------------
The directors do not consider that these standards will impact
the financial statements of the Company.
2.4 Foreign currency translation
The financial information is presented in Sterling which is the
Company's functional and presentational currency.
Transactions in currencies other than the functional currency
are recognised at the rates of exchange on the dates of the
transactions. At each balance sheet date, monetary assets and
liabilities are retranslated at the rates prevailing at the balance
sheet date with differences recognised in the Statement of
comprehensive income in the period in which they arise.
2.5 Financial instruments
Initial recognition
A financial asset or financial liability is recognised in the
statement of financial position of the Company when it arises or
when the Company becomes part of the contractual terms of the
financial instrument.
Classification
Financial assets at amortised cost
The Company measures financial assets at amortised cost if both
of the following conditions are met:
(1) the asset is held within a business model whose objective is
to collect contractual cash flows; and
(2) the contractual terms of the financial asset generating cash
flows at specified dates only pertain to capital and interest
payments on the balance of the initial capital.
Financial assets which are measured at amortised cost, are
measured using the Effective Interest Rate Method (EIR) and are
subject to impairment. Gains and losses are recognised in profit or
loss when the asset is derecognised, modified or impaired.
Financial liabilities at amortised cost
Financial liabilities measured at amortised cost using the
effective interest rate method include current borrowings and trade
and other payables that are short term in nature. Financial
liabilities are derecognised if the Company's obligations specified
in the contract expire or are discharged or cancelled.
Amortised cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are an integral
part of the effective interest rate ("EIR"). The EIR amortisation
is included as finance costs in profit or loss. Trade payables
other payables are non-interest bearing and are stated at amortised
cost using the effective interest method.
Derecognition
A financial asset is derecognised when:
(1) the rights to receive cash flows from the asset have expired, or
(2) the Company has transferred its rights to receive cash flows
from the asset or has undertaken the commitment to fully pay the
cash flows received without significant delay to a third party
under an arrangement and has either (a) transferred substantially
all the risks and the assets of the asset or (b has neither
transferred nor held substantially all the risks and estimates of
the asset but has transferred the control of the asset.
Impairment
The Company recognises a provision for impairment for expected
credit losses regarding all financial assets. Expected credit
losses are based on the balance between all the payable contractual
cash flows and all discounted cash flows that the Company expects
to receive. Regarding trade receivables, the Company applies the
IFRS 9 simplified approach in order to calculate expected credit
losses. Therefore, at every reporting date, provision for losses
regarding a financial instrument is measured at an amount equal to
the expected credit losses over its lifetime without monitoring
changes in credit risk. To measure expected credit losses, trade
receivables and contract assets have been grouped based on shared
risk characteristics.
Trade and other receivables
Trade and other receivables are initially recognised at fair
value when related amounts are invoiced then carried at this amount
less any allowances for doubtful debts or provision made for
impairment of these receivables.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and
are subject to an insignificant risk of changes in value.
Trade payables
These financial liabilities are all non-interest bearing and are
initially recognised at the fair value of the consideration
payable.
2.6 Equity
Share capital is determined using the nominal value of shares
that have been issued.
The Share premium account includes any premiums received on the
initial issuing of the share capital. Any transaction costs
associated with the issuing of shares are deducted from the Share
premium account, net of any related income tax benefits.
Equity-settled share-based payments are credited to a
share-based payment reserve as a component of equity until related
options or warrants are exercised or lapse.
Retained losses includes all current and prior period results as
disclosed in the statement of comprehensive income.
2.7 Share-based payments
The Company has issued warrants to the initial investors and
certain counter parties and advisers.
Equity-settled share-based payments are measured at fair value
(excluding the effect of non-market based vesting conditions) at
date of grant. The fair value so determined is expensed on a
straight-line basis over the vesting period, based on the Company's
estimate of the number of shares that will eventually vest and
adjusted for the effect of non-market based vesting conditions.
Fair value is measured using the Black Scholes pricing model. The
key assumption used in the model have been adjusted, based on
management's best estimate, for the effects of non-transferability,
exercise restrictions and behavioural considerations.
2.8 Taxation
Tax currently payable is based on taxable profit for the period.
Taxable profit differs from profit as reported in the income
statement 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 balance sheet date.
Deferred tax is recognised on differences between the carrying
amounts of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits
will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from initial recognition of
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and associates,
and interests in joint ventures, except where the Company is able
to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the
foreseeable future.
The carrying amount of deferred tax assets is reviewed at each
balance sheet date 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 is calculated at the tax rates that are expected to
apply in the period when the liability is settled, or the asset
realised. Deferred tax is charged or credited to profit or loss,
except when it relates to items charged or credited directly to
equity, in which case the deferred tax is also dealt with in
equity.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the Company intends to settle
its current tax assets and liabilities on a net basis.
2.9 Critical accounting judgements and key sources of estimation uncertainty
In the process of applying the entity's accounting policies,
management makes estimates and assumptions that have an effect on
the amounts recognised in the financial information. Although these
estimates are based on management's best knowledge of current
events and actions, actual results may ultimately differ from those
estimates. The Directors consider that there are no critical
accounting judgements or key sources of estimation uncertainly
relating to the financial information of the Company. Following the
successful Kathleen Valley transaction, the directors expect that
there will be a need for critical accounting judgements or key
sources of estimation uncertainly relating to the financial
information of the Company.
2.10 Earnings per share
Basic earnings per share is calculated as profit or loss
attributable to equity holders of the parent for the period,
adjusted to exclude any costs of servicing equity (other than
dividends), divided by the weighted average number of ordinary
shares, adjusted for any bonus element. The diluted profit per
share has been kept the same as the basic profit per share because
the 11,425,000 warrants in issue were out of the money at 30 June
2021 and as a result have not been included in the weighted average
number of shares number.
2.11 Segmental reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating
decision-maker.
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Board as a whole.
All operations and information are reviewed together so that at
present there is only one reportable operating segment.
3. SEGMENT REPORTING
As identifying and assessing investment projects is the only
activity the Company is involved in and is therefore considered as
the only operating/reporting segment, i.e. Mila Resources PLC.
Therefore, the financial information of the single segment is the
same a set out in the statement of comprehensive income and
statement of financial position.
4. OTHER INCOME
In March 2019, the Company aborted a proposed reverse takeover
acquisition for the entire share capital of Capital Metals Limited
("CML"). On the 13(th) of March 2019, the Company and CML entered
into an agreement where CML offered to make a contribution towards
Mila's costs incurred in relation to the aborted transaction for an
amount of GBP37,500 should CML either list on any stock exchange or
sell its entire issued share capital. During the year, CML listed
on the London Stock exchange triggering the payment of GBP37,500 to
the Company
5. OPERATING LOSS
This is stated after charging:
2021 2020
GBP GBP
Auditor's remuneration
audit of the Company 16,500 16,000
Directors' remuneration 80,356 48,000
Stock exchange and regulatory
expenses 55,597 36,142
Other expenses 268,987 120,078
-------- --------
Operating expenses 421,440 220,220
-------- --------
6. AUDITOR'S REUMERATION
2021 2020
GBP GBP
Fees payable to the Company's
current auditor:
* audit of the Company's financial statements 16,000 16,000
--------- -------
7. DIRECTORS AND STAFF COSTS
During the year the only staff of the Company were the Directors
and as such key management personnel. Management remuneration,
other benefits supplied and social security costs to the Directors
during the year was as follows:
2021 2020
GBP GBP
Salaries 80,356 48,000
------- -------
8. INTEREST RECEIVABLE
2021 2020
GBP GBP
Interest due on Loan to E-Tech 1,553 849
------ -----
9. TAXATION
2021 2020
GBP GBP
The charge / credit for the year
is made up as follows:
Current tax - -
Deferred tax - -
Taxation charge / credit for the - -
year
----------- -----------
A reconciliation of the tax charge / credit appearing in the
income statement to the tax that would result from applying the
standard rate of tax to the results for the year is:
Loss per accounts (382,387) (219,371)
----------- -----------
Tax credit at the standard rate
of corporation tax in the UK of
19% (2020: 19%) (72,654) (41,680)
Impact of costs disallowed for
tax purposes - 74
Deferred tax in respect of temporary - -
differences
Impact of unrelieved tax losses
carried forward 72,654 41,606
- -
----------- -----------
Estimated tax losses of GBP1,199,505 (2020: GBP817,118) are
available for relief against future profits and a deferred tax
asset of GBP227,906 (2020: GBP155,252) has not been provided for in
the accounts due to the uncertainty of future profits.
Factors affecting the future tax charge
The standard rate of corporation tax in the UK is 19%.
Accordingly, the Company's effective tax rate for the period was
19% (2020: 19%). As announced in the Spring Budget 2021, the rate
of corporation tax will increase from April 2023 to 25% on Profits
over GBP250,000. The 19% rate will continue to apply where profits
are below GBP50,000.
10. EARNINGS PER SHARE
The calculation of the earnings per share is based on the loss
for the financial period after taxation of GBP382,387 (2020: loss
GBP219,371) and on the weighted average of 23,200,000 (2020:
23,200,000) ordinary shares in issue during the period.
The warrants outstanding at 30 June 2021 and 30 June 2020 are
considered to be non-dilutive in that their conversion into
ordinary shares would not increase the net loss per share.
Consequently, there is no diluted earnings per share to report for
the period.
11. TRADE AND OTHER RECEIVABLES
2021 2020
GBP GBP
Prepayments and other receivables 24,185 23,705
24,185 23,705
------- -------
The Directors consider that the carrying value amount of trade
and other receivables approximates to their fair value.
12. OTHER CURRENT ASSETS
2021 2020
GBP GBP
Loan to E-Tech Metals Limited - 85,849
- 85,849
------- -------
The Loan to E-Tech Metals ('E-Tech') Limited was a secured loan
that was provided to allow E-Tech to fund its working capital
requirements through the RTO process. When E-Tech terminated the
discussions, the loan was called in and was subsequently repaid in
full in November 2020. The loan facility was issued on the 18(th)
of March 2020 at an interest rate of 5.1%. Interest recognised in
the year ending 30 June 2021 was GBP1,553 (2020: GBP849)
The Directors consider that the carrying value amount of trade
and other receivables approximates to their fair value.
13. CASH AND CASH EQUIVALENTS
2021 2020
GBP GBP
Cash at bank 329,628 186,316
329,628 186,316
-------- --------
Cash at bank comprises balances held by the Company in current
bank accounts. The carrying value of these approximates to their
fair value.
14. TRADE AND OTHER PAYABLES
2021 2020
GBP GBP
Trade payables 43,038 16,087
Accruals and other payables 135,272 70,584
178,309 86,671
-------- -------
Trade payables and accruals principally comprise amounts
outstanding in respect of costs incurred in the Company's
endeavours to find a suitable target and execute a relating
transaction.
15. CONVERTIBLE LOAN NOTES
On 29 December 2020, the Company entered into a Loan Note
Instrument for the issuance of GBP340,000 of loan notes ("Mila Loan
Notes"). The maturity date of the Mila Loan Notes was six months
from the date of issue Alternatively, the Mila Loan Notes
automatically convert on the date immediately prior to Readmission
or are automatically redeemed on a Change of Control. The
conversion price of the Mila Loan Notes is 75% of the placing price
(per ordinary share) of the equity fund raise that would be
conducted concurrently with the acquisition of the proposed
transaction. The interest payable on the Mila Loan Notes is 6% per
annum and the instrument is governed by the law of England and
Wales.
16. DEFERRED TAXATION
No deferred tax asset has been recognised by the Company due to
the uncertainty of generating sufficient future profits and tax
liability against which to offset the tax losses. Note 9 above sets
out the estimated tax losses carried forward
17. SHARE CAPITAL / SHARE PREMIUM
Number Share Share
of shares capital premium Total
on issue GBP GBP GBP
Balance as at 1 July 2019 23,200,000 232,000 849,300 1,081,300
Balance as at 30 June 2020 23,200,000 232,000 849,300 1,081,300
----------- --------- --------- ----------
Balance as at 30 June 2021 23,200,000 232,000 849,300 1,081,300
----------- --------- --------- ----------
The Company has only one class of share. All ordinary shares
have equal voting rights and rank pari passu for the distribution
of dividends and repayment of capital.
At 30 June 2021, there were warrants and options over 11,425,000
unissued ordinary shares (2020: 15,825,000). Details of the
warrants outstanding are as follows:
Issued Exercisable Expiry date Number outstanding Exercise
from price
12 September From date 31 December 350,000 GBP0.05
2016 of issue 2022
26 September 7 October 31 December 11,075,000 GBP0.10
2016 * 2016 2022
11,425,000
-------------------
* The warrants were issued conditional upon the Ordinary Shares
to be admitted to trading on the London Stock Exchange's main
market for listed securities which occurred on 7 October 2016.
During the year Mila announced that it has amended the terms of
certain warrants granted at the time of its IPO on 7 October 2016
by extending the life of certain warrants. The series 1 warrants
granted to the founders will expire on 31 December 2020 as
scheduled. The revised expiry date did not lead to a material
change in the fair value of these warrants.
Warrant Amendments
Warrant Current terms Revised terms
Series 1 (Founders) Exercise price of 5p No revision - lapsed
and due to expire on on 31 December 2020
31 December 2020
---------------------- ---------------------
Series 2 Exercise price of 5p Expiration extended
and due to expire on 31 December 2022
31 December 2020
---------------------- ---------------------
IPO Investors Exercise price of 10p Expiration extended
and due to expire on to 31 December 2022
31 December 2020
---------------------- ---------------------
The Directors held the following warrants at the beginning and
end of the year:
Director At 30 June Expired during At 30 June Exercise Earliest Latest date
2020 the year 2021 price date of of exercise
exercise
16 Oct
M Stephenson 1,200,000 1,200,000 - GBP0.05 2016 20 Dec 2020
1,200,000 1,200,000 -
----------- --------------- -----------
The market price of the shares at year end was GBP0.026 per
share.
During the year, the minimum and maximum prices were GBP0.016
and GBP0.026 per share respectively.
18. SHARE BASED PAYMENT RESERVE
2021 2020
GBP GBP
At 1 July 4,720 4,720
Share based payments expense recognised - -
during the period
At 30 June 4,720 4,720
------ ------
The Company did not issue any warrants during the current or
prior year, however did extend the expiry date of the existing
warrants, see note 17. The warrant extension does not impact on the
share-based payment reserve.
Fair Value Weighted average
Number GBP exercise price
At 1 July 2019 15,825,000 4,720 GBP0.085
Balance at 30 June 2020 15,825,000 4,720 GBP0.085
----------- ----------------------- -----------------
Expired during the year 4,400,000 - GBP0.05
----------- ----------------------- -----------------
Balance at 30 June 2021 11,425,000 4,720 GBP0.098
The warrants outstanding at the year-end have a weighted average
remaining contractual life of 1.5 years. The exercise prices of the
warrants are GBP0.05 and GBP0.10 per share.
19. CAPITAL COMMITMENTS
There were no capital commitments at 30 June 2020 and 30 June
2021
20. CONTINGENT LIABILITIES
There were no contingent liabilities at 30 June 2020 and 30 June
2021
21. COMMITMENTS UNDER OPERATING LEASES
There were no commitments under operating leases at 30 June 2020
and 30 June 2021
22. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company's financial instruments comprise primarily cash and
various items such as trade debtors and trade payables which arise
directly from operations. The main purpose of these financial
instruments is to provide working capital for the Company's
operations. The Company does not utilise complex financial
instruments or hedging mechanisms.
Financial assets by category
2021 2020
GBP GBP
Current Assets:
Trade and other receivables (excluding - -
prepayments)
Cash and cash equivalents 329,628 186,316
Loan to E-Tech Metals Limited - 85,849
Categorised as financial assets at
amortised cost 329,628 272,165
-------- --------
The Loan to E-Tech Metals ('E-Tech') Limited was a secured loan
that was provided to allow E-Tech to fund its working capital
requirements through the RTO process. When E-Tech terminated the
discussions, the loan was called in and repaid in full in November
2020.
Financial liabilities by category
2021 2020
GBP GBP
Current Liabilities:
Trade and other payables 43,097 16,113
Convertible Loan Notes 348,692 -
Categorised as financial liabilities
measured at amortised cost 391,789 16,113
-------- -------
All amounts are short term and payable in 0 to 6 months.
Credit risk
The maximum exposure to credit risk at the reporting date by
class of financial asset was:
2021 2020
GBP GBP
Loan to E-Tech Metals Limited - 85,849
------- -------
- 85,849
------- -------
Capital management
The Company considers its capital to be equal to the sum of its
total equity. The Company monitors its capital using a number of
key performance indicators including cash flow projections, working
capital ratios, the cost to achieve development milestones and
potential revenue from partnerships and ongoing licensing
activities.
The Company's objective when managing its capital is to ensure
it obtains sufficient funding for continuing as a going concern.
The Company funds its capital requirements through the issue of new
shares to investors.
Interest rate risk
The maximum exposure to interest rate risk at the reporting date
by class of financial asset was:
2021 2020
GBP GBP
Bank balances 329,628 186,316
-------- --------
The Company is not financially dependent on the income earned on
these resources and therefore the risk of interest rate
fluctuations is not significant to the business and the Directors
have not performed a detailed sensitivity analysis.
All deposits are placed with main clearing banks, with 'A'
ratings, to restrict both credit risk and liquidity risk. The
deposits are placed for the short term, between one and three
months, to provide flexibility and access to the funds.
Credit and liquidity risk
Credit risk is managed on a Company basis. Funds are deposited
with financial institutions with a credit rating equivalent to, or
above, the main UK clearing banks. The Company's liquid resources
are invested having regard to the timing of payment to be made in
the ordinary course of the Company's activities. All financial
liabilities are payable in the short term (between 0 to 3 months)
and the Company maintains adequate bank balances to meet those
liabilities.
Currency risk
The Company operates in a global market with income and costs
possibly arising in a number of currencies. The majority of the
operating costs are incurred in GBPGBP. The Company does not hedge
due to the Company incurring very few foreign currency denominated
costs and thus the cost and time taken to hedge would be far
greater than the benefit. The Company did not have foreign currency
exposure at year end.
23. RELATED PARTY TRANSACTIONS
Key management personnel compensation
The Directors are considered to be key management personnel.
Detailed remuneration disclosures are provided in the remuneration
report on pages 19 - 21.
Amounts due from/to related parties
There were amounts due to directors totalling GBP11,954 as at 30
June 2021 (2020: GBP11,954). No amounts were due from directors as
at 30 June 2021 (2020: GBPNil). Mark Stephenson, subscribed to
GBP50,000 of the convertible loan notes disclosed in note 15. As at
30 June 2021 the balance due, to Mark Stephenson, in relation to
this convertible loan note, including the accrued interest, was
GBP51,192.
There were no other related party transactions.
24. EVENTS SUBESQUENT TO YEAR END
Acquired initial 30% interest in the Kathleen Valley gold
Project (as part of a 3 stage earn in)
For further details see the Statement from the Board on page 4
of this Report
Successful equity fund raising of GBP3.5m (excluding costs)
Following the fund raise the Company had the following in issue;
Ordinary Shares 306,331,057 (2020: 23,200,000); Warrants
253,689,111 (2020: 11,425,000). For further details see the
Statement from the Board on page 4 of this Report
Appointment of two Directors
Mr Neil Hutchinson - Executive Director. Mr Lindsay Mair - Non -
Executive Director
For further details see the Statement from the Board on page 5
of this Report.
Readmission to Trading
On the 22(nd) of November the Company's entire share capital,
being 306,331,057 ordinary shares of GBP0.01 each ("Ordinary
Shares") was readmitted to the Official List (by way of a Standard
Listing under Chapter 14 of the Listing Rules) and to trading on
the London Stock Exchange's Main Market for listed securities. For
further details see the Statement from the Board on page 5 of this
Report.
Investor IPO Warrants 2016 (11,075,000) exercise price reduced
from GBP0.10 to GBP0.048
The IPO Warrants in issue at the end of 30 June 2021 have had
their exercise price changed from 10p to 4.8p as announced in the
prospectus for the Kathleen Valley transaction.
Series 2 Warrants 2016 (350,000) exercise price reduced from
GBP0.05 to GBP0.048
The Series 2 Warrants in issue at the end of 30 June 2021 have
had their exercise price changed from 5p to 4.8p as announced in
the prospectus for the Kathleen Valley transaction.
Company Convertible Loan Notes
The Convertible Loan notes in existence on the 30(th) of June
2021 have all been fully converted to ordinary shares as part of
the successful Kathleen Valley transaction and in accordance with
the terms of the Convertible Loan Note Instrument.
Announcement - Drilling under way
One the 3(rd) of December the Company announced details of the
drilling programme underway. For further details on the future
drilling programme, please see the Corporate Presentation on the
Company's Web site www.milaresources.com . This Operational update
was communicated to the market via RNS on the 26(th) of November
2021.
EMI Option Scheme
On the 10th of December the Company announced that it had
established the EMI share option scheme (the "EMI Options") as
outlined in the prospectus dated 29 October 2021("Prospectus").
The newly established EMI share option scheme has granted
options to two directors over 6,000,000 ordinary shares of 0.1
pence each in the capital of the Company which represents 2.0 per
cent. of the issued share capital of the Company.
The EMI Options will vest immediately and have an exercise price
of 2.4p with a 5-year exercise period. The exercise price is with
reference to the placing and subscription at the time of publishing
the Prospectus. Of the total EMI Options granted in this tranche,
2,500,000 have been granted to Lee Daniels, Chief Financial Officer
and 3,500,000 have been granted to Mark Stephenson, Executive
Chairman. No other EMI Options exist in the Company.
25. CONTROL
In the opinion of the Directors there is no single ultimate
controlling party.
**ENDS**
For more information visit www.milaresources.com or contact:
Mark Stephenson info@milaresources.com
Mila Resources Plc
Jonathan Evans
Brandon Hill Capital Limited +44 (0) 20 3463 5000
Nick Emerson
SI Capital +44 (0) 20 3143 0600
Susie Geliher
St Brides Partners Limited +44 (0) 20 7236 1177
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
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