Alba Mineral Resources
plc
("Alba"
or the "Company")
Final Results and Notice of
AGM
Alba Mineral Resources plc (AIM:
ALBA) is pleased to announce its Final Results for the year ended
30 November 2023.
OVERVIEW
Successful dewatering of
primary gold target in Clogau-St Davids Mine
- Permits for dewatering
granted, and varied to allow for very high rainfall.
- Exceptional gold grades from
samples taken from newly dewatered No.4 Level.
- Successful acoustic
mitigation measures installed to allow for uninterrupted
works.
Completing airborne surveys
over key regional exploration targets
- Three new targets identified
within existing mine area.
- Data sets from regional
targets over wider licence area expected soon.
Trenching programme at
Waste Tip
- 35 tonnes of fines extracted
to date.
- Processing underway at Alba's
on-site plant.
Developing our portfolio
with complementary assets
- Option acquired over Andover
West Lithium Project in Western Pilbara, WA.
- Significant lithium
exploration activity in
neighbouring tenements in recent
years.
- Includes high-grade Andover
Lithium Discovery immediately to east.
GreenRoc Mining plc making
great strides this year
- PEA
published for Amitsoq Mine: total gross revenue of US$2.1Bn over
22-year Life of Mine (LOM), after-tax NPV8 of US$179M and
4-year capital payback period.
- PFS
published for Anode Plant: total gross revenue of US$6.5Bn over
22-year LOM, total gross profit of US$2.7Bn, after-tax NPV8 of
US$545M and 4-year capital payback period.
Alba also announces that its
Annual General Meeting will take place on 31 May 2024 at 9.00 am at
its registered office, 6th Floor, 60
Gracechurch Street, London EC3V 0HR.
The Annual Report for the period
ended 30 November 2023 and Notice of Annual General Meeting will
shortly be available to download on the Company's
website www.albamineralresources.com.
Shareholders will receive individual notification and/or copies of
relevant documents according to their communication preferences
held on file by the Company's Registrar.
CHAIRMAN'S STATEMENT
The Board of Alba Mineral
Resources plc is pleased to report the results for the financial
year ended 30 November 2023.
References to the "Company" or
"Alba" are to Alba Mineral Resources plc and references to the
"Group" are to Alba collectively with its Subsidiary Companies (as
listed in Note 13).
CHAIRMAN'S STATEMENT
Alba's corporate strategy is
to unlock latent value from previously
drilled or mined projects and to this end
we are advancing multiple projects across the Dolgellau Gold Belt
in Wales, with a particular focus on the Clogau-St David's Gold Mine ("Clogau" or the "Clogau
Project"). Additionally, we hold
significant stakes in two investee companies, including GreenRoc
Mining Plc ("GreenRoc"), an AIM-quoted vehicle which is dedicated
to the exploration and development of critical mineral projects in
Greenland. After the year end, we announced that we had purchased
an option over 50% over a lithium exploration project in Western
Australia.
1. REVIEW OF
ACTIVITIES
1.1
WELSH GOLD PROJECTS
Introduction
The story at Clogau and the wider
Dolgellau Gold Belt this past year has been of our team having to
manage a series of obstacles to the implementation of our work
programmes. However, due in no small measure to our ability to
overcome those many challenges that have been thrown at us, as I
write I am more optimistic than ever about the prospects for the
Clogau Mine.
The most obvious example of those
obstacles came during the course of the dewatering of our primary
in-mine gold target, the Llechfraith Target within the Lower
Llechfraith Workings. Having spent the best part of two years
undertaking a painstaking Habitat Regulations Assessment for the
Mine, and finally obtaining the permits in July 2023 to enable us
to commence the dewatering of those workings, we then encountered
freak and sustained rainfall of historic proportions in north Wales
during the summer of 2023 which meant that our permits had to be
effectively re-applied for, to allow for much higher pumping
rates. Nonetheless, we now have those enhanced permits and
are busy getting on with preparations for blasting and bulk
sampling.
In this section, I cover the
progress made at the Llechfraith Target as well as over our
regional exploration targets and at the historic gold Waste
Tip.
Clogau and the Llechfraith Target (100%
owned)
During the first half of the
reporting period, much of our work was focused on securing the
ecological permits required for us to be able to dewater and then
explore the Llechfraith Target within the Lower Llechfraith
Workings at Clogau, this being our highest priority gold target
within the Mine system. During the second half of the
reporting period and in the post reporting period, we have been
getting on with implementing our work programmes.
The Llechfraith Target at Clogau
has all the key geological characteristics for the occurrence of
high-grade gold mineralisation, including greenstone sills, Clogau
Shales and structural complexity in the lode itself. This area was
a key focus for the last large-scale development efforts at Clogau,
prior to Alba's time.
In July 2023 we were delighted to
report the award to us of the key ecological permits in relation to
our plans to bulk sample the Llechfraith Target. Having already
done much of the preparatory and planning work in advance in terms
of lining up contractors, equipment and materials, we were able to
start the dewatering exercise within a matter of days following
permit grant. And once the workings had been dewatered to a
sufficient extent, our contractors were able to start work on the
essential safety and access works which would enable us to make our
way safely into the lower workings.
Dewatering was initially
successfully undertaken down to circa six metres depth, however
unseasonal and exceptionally heavy rainfall during last summer,
some three times higher than the average for the time of year,
resulted in the workings reflooding. In September 2023, we were
refused our request for a temporary extension to higher rate
abstraction to take account of those exceptionally heavy rains in
July and August. So, while we progressed our applications for
formal variations to our discharge and abstraction permits, we at
the same time commenced emergency abstraction under the statutory
right afforded to us under the Water Resources Act 1991 to protect
the integrity of the safety and access works we had completed on
Levels 2 and 3 prior to the workings reflooding.
The formal permit variations were
granted in December 2023, and enabled us to complete the dewatering
of the Mine down to and including No.4 Level.
Once access was obtained to No.4
Level, our team took more than 40 samples from there and then
processed those samples through the Company's Gravity Processing
Plant to produce heavy mineral concentrates. Composites of the
concentrates were then sent to a third-party refining facility and
returned exceptional gold grades:
-
From Composite 1: 3.1 grams of gold were
recovered from 49.2 kg of sample (dry weight), equating to a
back-calculated head grade of 89.15 g/t or 2.87 troy ounces per
tonne (oz/t).
-
From Composite sample 2: 3.2 grams of gold were
recovered from 34.4 kg of sample (dry weight), equating to a
back-calculated head grade of 111.63 g/t or 3.59
oz/t.
-
From Composite sample 3: 4.0 grams of gold were
recovered from 36.9 kg of sample (dry weight), equating to a
back-calculated head grade of 133.73 g/t or 4.30 oz/t.
While the planned bulk sampling
within the extension to the Llechfraith Payshoot below No.4 Level
will target "bonanza" type grades of the kind found in previous
periods of mining at Clogau, if the above grades encountered on
No.4 Level are replicated more extensively, this is expected to
significantly strengthen the economic case for reopening the mine
for commercial production.
A cabin structure on the
Llechfraith Adit level is a key part of the bat exclusion and noise
mitigation measures which were implemented by us to in order to
secure the necessary environmental permits to enable us to proceed
with bulk sampling works at the Lower Llechfraith Workings.
Acoustics tests which we undertook in September 2023 demonstrated
that these measures were sufficiently effective for us to be
granted an extension to our permission (under a European Protected
Species Licence) in November 2023 which entitles the Company to
continue its operations to dewater and explore the Lower
Llechfraith workings at Clogau continuously until 31 September
2024.
Dolgellau Gold Exploration Project (100%
owned)
In relation to our airborne
geophysical surveys over some of the key regional exploration
targets over the Dolgellau Gold Belt, the start date was impacted
by delays in getting the go-ahead from the Civil Aviation Authority
and subsequently by adverse weather conditions across the survey
areas. In the end, we obtained the final permission and completed
the surveys in February 2024.
As at the date of writing, we have
announced the results of the interpretation of the geophysical data
collected over the Clogau mine area, which has identified three new
gold targets. Two of those are within the envelope of the existing
mine area, which is an advantage as it should be feasible to access
and drill those targets directly from underground. We await the
results of interpretation of the data sets covering the other two
regional target areas covered of Hafod Owen and Castell
Carndochan.
Clogau Waste Tip (100% owned)
Meanwhile, over at the historic
Waste Tip, where average grades from Alba's sampling of the fine
fraction (<20mm material) have averaged more than 2 g/t,
following a review of the plan for future
exploitation of the Waste Tip the Company has decided to carry out
a trenching programme prior to submitting a planning application
for the Waste Tip. As at the date of writing, the trenching
programme has collected around 35 tonnes of fines material and we
are now proceeding to process that material for its gold
content.
1.2
GREENROC MINING PLC
Introduction
From September 2021, when Alba
completed the spin-out and IPO of our Greenland assets into
GreenRoc Mining Plc ("GreenRoc"), until March 2023, Alba held a 54%
majority interest in GreenRoc. As such, Alba's consolidated
financial statements include GreenRoc and its subsidiaries to that
date.
More recently, fundraisings
completed by GreenRoc in order to push forward the development of
the high-grade Amitsoq project in southern Greenland have resulted
in the dilution of Alba's stake in GreenRoc to 38.17 % as at the
reporting date and to 37.49% at today's date. Nonetheless, we
remain by some distance GreenRoc's largest shareholder and remain
heavily involved in the strategic direction and development of the
company.
In fact, we did participate in
GreenRoc's fundraising during the year, contributing £115,000 in
the company's August 2023 share placing. We have always made
it clear that we would look to support GreenRoc's fundraising
efforts as and when it is feasible to do that. Since its IPO,
GreenRoc has consistently delivered excellent results and made
great strides at what is turning into a world-class graphite
project at Amitsoq.
Developments during the reporting
period
GreenRoc made significant progress
at the Amitsoq Project during the year. The highlights have
included:
-
In January 2023, a three times increase was
declared in the Mineral Resource Estimate ("MRE") for the Amitsoq
Island Graphite Project, which now totals 23.05 Mt at a grade of
20.41% C(g) for 4.71 Mt contained graphite.
-
In February 2023, the European Raw Materials
Alliance declared its official support for the Amitsoq Project,
calling it a deposit of "global importance".
-
In March 2023, GreenRoc was named "Greenland's
Prospector and Developer of the Year" at PDAC Toronto.
-
In September 2023, GreenRoc commenced a
Feasibility Study on establishing an active anode material (AAM)
processing plant in Northern Europe, partly funded by a £250k grant
from the UK's Automotive Transformation Fund (ATF).
-
In October 2023, GreenRoc published an
independent Preliminary Economic Assessment (PEA) for Amitsoq,
which validated the Project's potential to become a globally
significant producer of graphite concentrate. The PEA's highlights
included:
- An
after-tax NPV8 of US$179M, an IRR of 26.7% and 22-year a life of
mine (''LOM'');
- Total
gross revenue of US$2.1Bn over the LOM, with average net revenue of
US$89.8M per year; and
- A
4-year payback period on capital from the start of
production.
Post year end highlights included
the following:
-
January 2024: GreenRoc published successful
electrochemical battery test results on AAM produced from Amitsoq
graphite.
-
February 2024: GreenRoc announced that the
exploitation licence process for Amitsoq is expected to accelerate
after recent changes in Greenland mining laws, resulting in the
Amitsoq exploitation licence application being expected to be filed
in H1 2024 with a possible grant of licence by the end of
2024.
-
March 2024: GreenRoc participated in the Minerals
Security Partnership (MSP) roundtable at PDAC Toronto, hosted by
the South Korean Government.
-
May 2024: GreenRoc announced the compelling
results of a Preliminary Feasibility Study ("PFS") in respect of
the establishment of a downstream processing plant to produce
active anode material from graphite concentrate produced from
GreenRoc's planned graphite mine at Amitsoq, South Greenland. The
after-tax NPV8 for the anode plant operation was calculated at
US$545M with an IRR of 25.3%, total gross revenue of US$6.5Bn over
a 22-year operating period, total gross profit totalling US$2.7Bn
and a 4-year payback period on capital from the start of
production.
These PFS results firmly place
GreenRoc as one of the few realistic contenders to supply the
European electric vehicle battery industry with domestically
produced active anode material, and reinforce the company's plans
for a vertically integrated production model for Amitsoq, from mine
to battery anode material production.
With all of this progress
delivered and more to come, at Alba we believe that Amitsoq is well
set to continue its upward trajectory towards development and
production.
1.3
OTHER PROJECTS AND INVESTMENTS
During the period, we surrendered
the licence for our Limerick Base Metals Project. The targets
we had identified for exploration drilling at Limerick could not be
progressed as planned due to landowner access issues, and
alternative drill collar locations proved not to be financially
viable. As such, we were obliged to surrender the
licence.
In March 2023, the majority
licence holder of the Horse Hill Oil Field in Surrey, England, UKOG
Plc, announced the terms of a proposed farmout arrangement to a
third-party group which would fund a seismic survey at Horse Hill.
The farmout is subject to approval by the shareholders of the
operator of the field, Horse Hill Developments Limited ("HHDL"),
including Alba. UKOG announced in December 2023 the extension of
those terms to 30 June 2024. As at the date of this report, the
shareholders have not approved the farmout.
After the reporting date, HHDL
made a partial repayment of shareholder loans, Alba receiving
£102,000.
In April 2024, we announced that
we had acquired an option to purchase a 50% interest in the Andover
West Lithium Project, a highly prospective lithium exploration
project in the West Pilbara, Western Australia (encompassing the
lithium rights in mineral exploration licence E47-3373 and
exploration licence application ELA47-4844). Favourable geology
within the Project area is indicative of its lithium potential. A
significant amount of lithium exploration activity has taken place
in neighbouring tenements in recent years, including the discovery
at the Andover Project immediately to the east of numerous thick,
high-grade lithium intersections (e.g. 209.4m @ 1.42% Li₂O).
Western Australia already hosts four of the world's biggest lithium
mines, with combined reserves exceeding 500 Mt.
At the time of writing, we are in
the process of carrying out confirmatory due diligence during our
30-day option period. If we elect to exercise the option for a 50%
interest in the Andover West Project, we will pay GBP 250,000 in
Alba shares at a premium of 25% above the VWAP of Alba ordinary
shares in the 15 trading days prior to the exercise of the option
plus 1 for 1 attaching 12 month share warrants at an exercise price
of 0.2p per share.
2.
CORPORATE
2.1
Funding
In July 2023, Alba announced a
share placing, raising £750,000 before costs. A broker option was
included as part of the placing, allowing shareholders and others
to apply through their brokers for an allocation in the placing,
and later in July it was announced that an additional £15,150 had
been raised via the broker option.
After the reporting period, in
March 2024, Alba announced a share placing, raising £380,000 in
gross proceeds.
2.2
Investments
In March 2023, following the
dilution of its shareholding in GreenRoc due to a share placing by
the latter, the Group ceased to consolidate the GreenRoc companies
and instead accounted for its holding in GreenRoc as an "Investment
in Associate".
Under applicable accounting
standards, the dilution and resulting change in GreenRoc's status
from subsidiary to associate is a deemed disposal of GreenRoc by
Alba which results in an accounting loss on the parent company
balance sheet, as the investment value is remeasured at the date of
disposal. At Group level, a profit on deemed disposal arises as
previously eliminated fair value uplift from the initial IPO
transaction is now partially recognised. This accounting gain does
not have any tax implications for the Group.
In August 2023 Alba participated
in a GreenRoc placing, subscribing for 3,026,316 Placing Shares for
a total subscription of £115,000.
Alba's current holding in GreenRoc
is 37.49% of the issued share capital of that company.
2.3
Other
Shortly after the reporting date,
Alba announced new grants of options and warrants to management and
directors at the same time as cancelling a number of warrants and
options with similar terms and exercise prices. This exercise was
undertaken to reflect changes in role, align incentives and ensure
the options qualify for tax-approved status where
possible.
During the reporting period, the
Company announced a change in broker from OvalX to CMC Capital
Markets.
For a detailed financial review,
see the Strategic Report which follows this statement.
3.
OUTLOOK
The outlook for our Welsh gold
projects is strong, not least as we now find ourselves within
touching distance of possible first gold production from the bulk
sampling of both the Waste Tip and the Llechfraith
Target.
With that in mind, in the next
period we intend to further our partnership, marketing and offtake
discussions in relation to future gold produced at Clogau and at
the same time to continue our development work to establish a fully
traceable "mine-to-market" supply chain. This will underpin
our ability to command a premium price for our gold
production.
The coming six months also
promises to be very productive at GreenRoc. The publication
of the much-anticipated PFS for the establishment of an anode
processing plant using Amitsoq graphite as the feedstock promises
to add significant value to a world-class project which already
benefits from a strong economic assessment of the upstream
operations.
At the same time as developing our
existing assets and supporting our investee companies, we remain
focused on securing one or more additional complementary assets for
Alba which will help drive serious value and growth for
shareholders into the future. Our first foray into a new
project was announced in April 2024, with the option we have taken
over the Andover West Lithium Project in Western Australia. As we
are already heavily invested in the battery materials sector with
our major stake in the Amitsoq Graphite Project, we see exposure to
lithium, one of the other critical raw materials in an Electric
Vehicle battery, as highly complementary to our existing
portfolio.
Finally, I would like to take this
opportunity to thank the Board and our management & technical
team for their continued hard work and dedication over the course
of the year and to thank our shareholders for their ongoing
support. I look forward to all of us at Alba continuing our
work in the year ahead to deliver on our overriding objective of
generating significant value for our shareholders.
George Frangeskides
Executive Chairman
7 May 2024
EXTRACT FROM THE STRATEGIC
REPORT
FINANCIAL
REVIEW
The Group made a loss of £196,000
after tax (2022: loss of £2,605,000), including an accounting gain
in relation to the de-consolidation of GreenRoc of £1,475,000 and a
share of loss of GreenRoc as an associate of £661,000 (although
unaudited at today's date, management is satisfied that this value
is not expected to change).
Operating losses were £683,000
compared with £2,607,000 in the comparative period. The reduction
in costs is principally due to ceasing to consolidate GreenRoc
Mining plc from 9 March 2023, where a full year of results from
GreenRoc was included in the prior year. The underlying operating
losses of Alba and its remaining subsidiaries are at a similar
level year-on-year.
During the period, £508,000 was
spent on exploration activities across the Group. Cash at the
period end was £97,000. As noted above, Alba raised funding of
£750,000 via a placing during the reporting period and £380,000
since the reporting date.
Intangible assets decreased by
£4.9m from the prior year as at the year end. GreenRoc's intangible
assets were not included in the balance. Instead, the Group's
investment in GreenRoc is shown in a new line, "Investment in
Associate", of £3.5m, representing the Group's investment in
GreenRoc at a remeasured value at the date of deconsolidation, less
any further dilution and a proportionate share of losses since
deconsolidation.
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER
2023
|
|
Note
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
|
Other income
|
|
55
|
-
|
|
Administrative expenses
|
5
|
(738)
|
(1,623)
|
|
Impairment expense
|
|
-
|
(984)
|
|
Operating loss
|
|
(683)
|
(2,607)
|
|
Gain on deemed disposal of
subsidiary
|
3
|
1,475
|
-
|
|
Loss on dilution of investment in
associate
|
3
|
(325)
|
-
|
|
Share of loss of
associate
|
11
|
(661)
|
-
|
|
Revaluation of financial
liability
|
|
-
|
2
|
|
Finance costs
|
|
(2)
|
-
|
|
Profit/(loss) for the year before tax
|
|
(196)
|
(2,605)
|
|
Taxation
|
7
|
-
|
-
|
|
Proft/(loss) for the year
|
|
(196)
|
(2,605)
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
Equity holders of the
parent
|
|
(116)
|
(2,039)
|
|
Non-controlling interests
|
|
(80)
|
(566)
|
|
|
|
(196)
|
(2,605)
|
|
|
|
|
|
|
Earnings per ordinary share
|
|
|
|
|
Basic and diluted (pence)
|
8
|
(0.002)
|
(0.031)
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
FOR THE YEAR ENDED 30
NOVEMBER 2023
|
|
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
|
Profit/(loss) after tax
|
|
(196)
|
(2,605)
|
|
Items that may subsequently be
reclassified to profit or loss:
|
|
|
|
|
-
Foreign exchange movements
|
|
(1)
|
-
|
|
Total comprehensive income
|
|
(197)
|
(2,605)
|
|
|
|
|
|
|
Total comprehensive income attributable to:
|
|
|
|
|
Equity holders of the
parent
|
|
(117)
|
(2,039)
|
|
Non-controlling interests
|
|
(80)
|
(566)
|
|
|
|
(197)
|
(2,605)
|
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
30 NOVEMBER
2023
|
|
Note
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
|
Non-current assets
|
|
|
|
|
Property, plant and
equipment
|
9
|
168
|
150
|
|
Intangible fixed assets
|
10
|
3,520
|
8,450
|
|
Investment in associate - GreenRoc
Mining plc
|
11
|
3,447
|
-
|
|
Investments - Horse Hill
Developments Limited
|
12
|
2,600
|
2,600
|
|
Total non-current assets
|
|
9,735
|
11,200
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
14
|
88
|
129
|
|
Cash and cash equivalents
|
15
|
97
|
456
|
|
Total current assets
|
|
185
|
585
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
16
|
(220)
|
(464)
|
|
Total current liabilities
|
|
(220)
|
(464)
|
|
|
|
|
|
|
Net
current (liabilities)/assets
|
|
(35)
|
121
|
|
|
|
|
|
|
Net
assets
|
|
9,700
|
11,321
|
|
|
|
|
|
|
Capital and reserves
|
|
|
|
|
Share capital
|
18
|
5,137
|
5,076
|
|
Share premium
|
|
11,119
|
10,461
|
|
Warrant reserve
|
|
782
|
1,187
|
|
Dilution of ownership
reserve
|
|
-
|
991
|
|
Other reserves
|
|
-
|
136
|
|
Retained losses
|
|
(7,506)
|
(8,929)
|
|
Foreign currency reserve
|
|
168
|
168
|
|
Equity attributable to equity holders of the
parent
|
|
9,700
|
9,090
|
|
Non-controlling interests
|
19
|
-
|
2,231
|
|
Total equity
|
|
9,700
|
11,321
|
CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
FOR THE YEAR ENDED 30
NOVEMBER 2023
|
|
Share
|
Share
|
Warrant
|
Dilution
of
|
Other
|
Retained
|
Foreign
currency
|
Attributable
to
|
Non-controlling
|
Total
|
|
|
capital
|
premium
|
reserve
|
ownership
reserve
|
reserves
|
losses
|
reserve
|
equity
holders
|
interests
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
At
30 November 2021
|
5,005
|
9,877
|
1,425
|
991
|
89
|
(7,421)
|
168
|
10,134
|
2,732
|
12,866
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
-
|
(2,039)
|
-
|
(2,039)
|
(566)
|
(2,605)
|
|
Other comprehensive
income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Total comprehensive income for the year
|
-
|
-
|
-
|
-
|
-
|
(2,039)
|
-
|
(2,039)
|
(566)
|
(2,605)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares and warrants
issued
|
71
|
584
|
176
|
-
|
-
|
-
|
-
|
831
|
-
|
831
|
|
Equity settled share-based
payments
|
-
|
-
|
87
|
-
|
-
|
-
|
-
|
87
|
-
|
87
|
|
Transfer on exercise or expiry of
warrants
|
-
|
-
|
(501)
|
-
|
-
|
501
|
-
|
-
|
-
|
-
|
|
Subsidiary equity settled
share-based payments
|
-
|
-
|
-
|
-
|
47
|
30
|
-
|
77
|
65
|
142
|
|
Total transactions with owners
|
71
|
584
|
(238)
|
-
|
47
|
531
|
-
|
995
|
65
|
1,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
30 November 2022
|
5,076
|
10,461
|
1,187
|
991
|
136
|
(8,929)
|
168
|
9,090
|
2,231
|
11,321
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
-
|
(116)
|
-
|
(116)
|
(80)
|
(196)
|
|
Other comprehensive
income
|
-
|
-
|
-
|
-
|
-
|
(1)
|
-
|
(1)
|
-
|
(1)
|
|
Total comprehensive income for the year
|
-
|
-
|
-
|
-
|
-
|
(117)
|
-
|
(117)
|
(80)
|
(197)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares and warrants issued (net of
costs)
|
61
|
658
|
-
|
-
|
-
|
-
|
-
|
719
|
-
|
719
|
|
Equity settled share-based
payments
|
-
|
-
|
11
|
|
|
|
|
11
|
|
11
|
|
Transfer on exercise or expiry of
warrants
|
-
|
-
|
(416)
|
-
|
-
|
416
|
-
|
-
|
-
|
-
|
|
Subsidiary equity settled
share-based payments
|
-
|
-
|
-
|
-
|
5
|
-
|
-
|
5
|
5
|
10
|
|
Dilution of ownership
|
-
|
-
|
-
|
-
|
(8)
|
-
|
-
|
(8)
|
330
|
322
|
|
Elimination of non-controlling
interest on disposal
|
-
|
-
|
-
|
(991)
|
(133)
|
1,124
|
-
|
-
|
(2,486)
|
(2,486)
|
|
Total transactions with owners
|
61
|
658
|
(405)
|
(991)
|
(136)
|
1,540
|
-
|
727
|
(2,151)
|
(1,424)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
30 November 2023
|
5,137
|
11,119
|
782
|
-
|
-
|
(7,506)
|
168
|
9,700
|
-
|
9,700
|
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30
NOVEMBER 2023
|
|
Note
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
|
Cash flows from operating activities
|
|
|
|
|
Operating loss
|
|
(683)
|
(2,607)
|
|
Depreciation
|
9
|
12
|
7
|
|
Impairment
|
|
-
|
984
|
|
Share based payment
charges
|
|
21
|
228
|
|
Foreign exchange revaluation
adjustment
|
|
|
-
|
|
(Decrease)/increase in
creditors
|
16
|
(105)
|
(208)
|
|
Decrease/(increase) in
debtors
|
14
|
108
|
49
|
|
Net
cash used in operating activities
|
|
(647)
|
(1,547)
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
Payments for exploration
expenditure
|
10
|
(508)
|
(2,417)
|
|
Payments for tangible fixed
assets
|
9
|
(30)
|
(20)
|
|
Investment in associate
|
|
(115)
|
-
|
|
Deemed disposal by dilution - net
cash impact
|
|
(98)
|
-
|
|
Net
cash used in investing activities
|
|
(751)
|
(2,437)
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
Proceeds from the issue of shares
and exercise of warrants
|
|
764
|
522
|
|
Costs of issue
|
|
(45)
|
(30)
|
|
Proceeds from the issue of shares
and warrants - GreenRoc
|
|
322
|
-
|
|
Finance expense
|
|
(2)
|
-
|
|
Net
cash generated from financing activities
|
|
1,039
|
492
|
|
|
|
|
|
|
Net
increase/(decrease) in cash and cash equivalents
|
|
(359)
|
(3,492)
|
|
Cash and cash equivalents at
beginning of period
|
|
456
|
3,948
|
|
Cash and cash equivalents at end of year
|
15
|
97
|
456
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER
2023
1. ACCOUNTING
POLICIES AND BASIS OF PREPARATION
Alba Mineral Resources plc is a
public limited company incorporated and domiciled in England &
Wales, whose shares are publicly traded on the AIM market of the
London Stock Exchange plc. The registered office address is
6th Floor 60 Gracechurch Street, London, United Kingdom,
EC3V 0HR. The principal accounting policies applied in the
preparation of these financial statements are set out below. These
policies have been applied consistently to all the years
presented.
a. Basis of
preparation
The consolidated financial
statements of Alba Mineral Resources plc (the Company) and its
subsidiaries (collectively, the Group) have been prepared in
accordance with UK-adopted international accounting standards
("IFRSs") as they apply to the Group for the year ended 30 November
2023 and with the Companies Act 2006. Numbers have been rounded to
£'000.
The consolidated financial
statements have been prepared on the historical cost basis, save
for the revaluation of certain financial assets and liabilities at
fair value.
The preparation of financial
statements requires the use of certain critical accounting
estimates. It also requires management to exercise its
judgement in the process of applying the group's accounting
policies. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are
significant to the consolidated financial statements, are disclosed
in Note 2.
New or amended Standards and
interpretations that became effective during the year ended 30
November 2023 had no impact on the Group accounts.
New standards, amendments,
and interpretations not yet effective
Certain new accounting standards
and interpretations have been published that are not mandatory for
30 November 2023 reporting periods and have not been early adopted
by the Group and Company. These standards include:
· Amendments to IAS 1 Presentation of Financial Statements
(effective 1 Jan 2024) - Classification of Liabilities as Current
or Noncurrent
· Amendments to IFRS 16 Leases (effective 1 Jan 2024) - Lease
liability in a sale and leaseback
· Amendments to IAS 7 and IFRS 7 - Supplier finance (effective
1 Jan 2024)
· Amendments to IAS 21 - Lack of Exchangeability
The Directors do not anticipate
that the adoption of these standards or amendments will have a
material impact on the financial statements of the Company and the
Group in the period of initial application or in future reporting
periods. Other amendments, standards and interpretations are in
issue, both endorsed and not yet endorsed, but they are not
relevant to the Group and Company and as such they are not
commented on.
b. Going
concern
Based on financial projections
prepared by the Directors, the Group's current cash resources are
insufficient to enable the Group to meet its recurring outgoings
and projected exploration expenditure for the entirety of the next
twelve months. The Directors have prepared cash flow forecasts to
12 months from the date of signing of these accounts which take
into account planned exploration spend, costs and external funding.
The need for external funding is a material uncertainty that may
cast doubt on the Group's and Company's ability to continue as a
going concern. At this stage as an explorer the Group does
not have a steady income stream and is reliant on external funding
sources such as capital raisings or asset transactions to fund
activities. The nature of these is ad-hoc and as such the Group and
Company do not carry a cash balance sufficient for 12 months of
expenditure. However, the Board has a reasonable expectation
that the Group and Company will continue to be able to meet their
commitments for the foreseeable future by raising funds when
required from the equity capital markets and based on the
following:
· The
Group has a strong track record in sourcing external
funding.
· Forecasts contain a level of discretionary spend such that in
the event that cash flow becomes constrained action can be taken to
enable the Group to operate within available funding. The Group
demonstrated this during the Covid-19 pandemic when sourcing
capital was uncertain.
· The
Group and Company may also consider future joint venture funding
arrangements in order to share the costs of the development of its
exploration assets, or to consider divesting of certain of its
assets and realising cash proceeds in that way in order to support
the balance of its exploration and investment
portfolio.
For these reasons the Directors
continue to adopt the going concern basis of accounting in
preparing the financial statements.
c. Basis of
consolidation
The consolidated financial
statements incorporate the financial statements of the Company and
companies controlled by the Company, the Subsidiary Companies,
drawn up to 30 November each year.
Control is recognised where the
Company has the power to govern the financial and operating
policies of an investee entity so as to obtain benefits from its
activities. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated
from the date that control ceases. The results of subsidiaries
acquired or disposed of during the year are included in the
consolidated income statement from the effective date of
acquisition or up to the effective date of disposal, where
appropriate. Where necessary, adjustments are made to the financial
statements of subsidiaries to bring the accounting policies used
into line with those used by the Group. All intra-group
transactions, balances, income and expenses are eliminated on
consolidation.
Non-controlling interests in the net
assets of consolidated subsidiaries are identified separately from
the Group's equity therein.
Changes in ownership interests in subsidiaries without change
of control
Transactions with non-controlling
interests that do not result in loss of control are accounted for
as equity transactions - that is, as transactions with the owners
in their capacity as owners. The difference between fair value of
any consideration paid and the relevant share acquired of the
carrying value of net assets of the subsidiary is recorded in
equity. Gains or losses on disposals to non-controlling interests
are also recorded in equity within the dilution of ownership
reserve.
Non-controlling interests consist
of the amounts of those interests at the date of the original
business combination and the minority's share of changes in equity
since the date of the combination.
d. Foreign
currency
For the purposes of the
consolidated financial statements, the results and financial
position of each Group entity are expressed in pounds sterling,
which is the presentation currency for the consolidated financial
statements.
In preparing the financial
statements of the individual entities, transactions in currencies
other than the entity's functional currency (foreign currencies)
are recorded at the rates of exchange prevailing at the dates of
the transactions. At each reporting date, monetary items
denominated in foreign currencies are retranslated at the rates
prevailing at the reporting date. Exchange differences arising are
included in profit or loss for the period.
For the purposes of preparing
consolidated financial statements, the assets and liabilities of
the Group's foreign operations are translated at exchange rates
prevailing on the reporting date. Income and expense items are
translated at the average exchange rates for the period. Gains and
losses from exchange differences so arising are shown through the
Consolidated Statement of Changes in Equity.
e. Share based payments
Share-based compensation benefits are
made on an ad-hoc basis on the recommendations of the Remuneration
Committee or via the Enterprise Management Incentive Scheme where
the employee meets the qualifying conditions. The fair value of
warrants or options granted is recognised as an employee benefits
expense, with a corresponding increase in the warrant reserve. The
total amount to be expensed is determined by reference to the fair
value of the options granted:
o including any market performance conditions (e.g. the
entity's share price)
o excluding the impact of any service and non-market
performance vesting conditions (e.g. profitability, sales growth
targets and remaining an employee of the entity over a specified
time period), and
o including the impact of any non-vesting conditions (e.g. the
requirement for employees to save or hold shares for a specific
period of time).
The total expense is recognised
over the vesting period, which is the period over which all of the
specified vesting conditions are to be satisfied. At the end of
each period, the entity revises its estimates of the number of
options that are expected to vest based on the non-market vesting
and service conditions. It recognises the impact of the revision to
original estimates, if any, in profit or loss, with a corresponding
adjustment to the warrant reserve.
f.
Non-current assets
Intangible assets: Deferred
exploration and evaluation costs
Pre-licence costs are expensed in the
period in which they are incurred. Expenditure on licence renewals
and new licence applications covering an area previously under
licence are capitalised in accordance with the policy set out
below.
Once the legal right to explore
has been acquired, exploration costs and evaluation costs arising
are capitalised on a project-by-project basis, pending
determination of the technical feasibility and commercial viability
of the project. Costs include appropriate technical and
administrative expenses. If a project is successful, the related
expenditures will be reclassified as development and production
assets and amortised over the estimated life of the commercial
reserves. Prior to this, no amortisation is recognised in respect
of such costs. When all licences comprising a project are
relinquished, a project abandoned, or is considered to be of no
further commercial value to the Company, the related costs will be
written off to administrative expense within profit or loss.
Deferred exploration costs are carried at historical cost less any
impairment losses recognised.
Where the Group has entered into a
farm out agreement, the Group does not record any expenditure made
by the farmee on its account. It also does not recognise any gain
or loss on its exploration and evaluation farm-out arrangements but
redesignates any costs previously capitalised in relation to the
whole interest as relating to the partial interest retained. Any
cash consideration received directly from the farmee is credited
against costs previously capitalised in relation to the whole
interest with any excess accounted for as a gain on
disposal.
Where the Group enters into a farm in
agreement, the Group recognises all expenditure which it incurs
under that agreement, with the expenditure being either capitalised
or expensed in accordance with the policy detailed
above.
Property, plant and
equipment
Land is shown at cost and is not
depreciated as it is not a wasting asset. The land owned by the
Group is an integral part of access to one of the Group's projects
and as such its value is reviewed annually as part of the
impairment review of that project value as a whole.
Plant and
equipment is stated at historical cost less accumulated
depreciation and impairment. Historical cost includes expenditure
that is directly attributable to the acquisition of the
items.
Depreciation is calculated on a straight-line basis to write
off the net cost of each item of property, plant and equipment
(excluding land) over their expected useful lives as
follows:
o Plant and vehicles - 10
years
o Computer equipment - 3
years
The residual values, useful lives and
depreciation methods are reviewed, and adjusted if appropriate, at
each reporting date. An item of property, plant and equipment is
derecognised upon disposal or when there is no future economic
benefit to the consolidated entity. Gains and losses between the
carrying amount and the disposal proceeds are taken to profit or
loss. Any revaluation surplus reserve relating to the item disposed
of is transferred directly to retained profits.
Investment in subsidiaries:
Investment in subsidiaries, comprising equity instruments and
capital contributions, are recognised initially at cost less any
provision for impairment. Subsidiaries are all entities
(including structured entities) over which the Group has control.
The Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power over
the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated
from the date that control ceases.
Investment in associates: An
associate is an entity over which the Group has significant
influence and that is neither a subsidiary nor an interest in a
joint venture. Significant influence is the power to participate in
the financial and operating policy decisions of the investee but is
not control or joint control over those policies. The results and
assets and liabilities of associates are incorporated in these
financial statements using the equity method of accounting, except
when the investment is classified as held for sale, in which case
it is accounted for in accordance with IFRS 5.
Under the equity method, an
investment in an associate is recognised initially in the
consolidated statement of financial position at cost from the date
on which the investee becomes an associate and adjusted thereafter
to recognise the Group's share of the profit or loss and other
comprehensive income of the associate or joint venture. When the
Group's share of losses of an associate exceeds the Group's
interest in that associate, the Group discontinues recognising its
share of further losses. Additional losses are recognised only to
the extent that the Group has incurred legal or constructive
obligations or made payments on behalf of the associate. On
acquisition of the investment in an associate, any excess of the
cost of the investment over the Group's share of the net fair value
of the identifiable assets and liabilities of the investee is
recognised as goodwill, which is included within the carrying
amount of the investment.
Adjustments are made to the
carrying amount when changes in the proportionate interest in the
associate arise.
If there is objective evidence
that the Group's net investment in an associate is impaired, the
requirements of IAS 36 are applied to determine whether it is
necessary to recognise any impairment loss with respect to the
Group's investment.
g.
Financial instruments
Financial assets and financial
liabilities are recognised in the statement of financial position
when the Group becomes a party to the contractual provisions of the
instrument. The classification is dependent on the business model
adopted for managing the financial assets and the contractual terms
of the cash flows expected to be derived from the
assets.
The Group classifies its financial
instruments as follows:
|
Financial assets
|
|
|
|
Trade and other
receivables
|
Amortised cost
|
|
|
Loans to subsidiaries (Company
only)
|
Amortised cost
|
|
|
Investments
|
At fair value through profit or
loss (FVPL)
|
|
|
|
|
|
|
Financial liabilities
|
|
|
|
Trade and other
payables
|
Amortised cost
|
|
|
Borrowings
|
Amortised cost
|
|
|
Other borrowings
|
Amortised cost
|
|
Trade and other receivables: Trade and other receivables are held for the collection of
contractual cash flows and are classified as being measured at
amortised cost. They are recognised initially at fair value and
subsequently measured at amortised cost using the effective
interest method less provision for impairment.
Loans to subsidiaries (Company only):
Long-term loans to subsidiaries, other than
capital contributions, are held for the collection of contractual
cash flows and are classified as being measured at amortised cost,
net of provision for impairment. Impairment is initially based on
the expected lifetime credit loss as applied to the portfolio of
loans. The loans are interest free and have no fixed repayment
terms. As such the loans are assessed as being credit impaired on
inception and lifetime expected credit losses are recognised with
the amount of provision being recognised in the profit or
loss.
A loan will be subject to
impairment review if there is an indicator of impairment, such as
the impairment of the value of the deferred exploration intangible
asset within the relevant subsidiary. A loan is fully impaired when
the relevant subsidiary recognises an impairment of its deferred
exploration expenditure, such that the subsidiary is not expected
to be able to repay the loan from its existing assets.
Investments (Company only): Investments in unlisted equity instruments whose fair value
cannot be reliably measured are recognised initially at investment
cost. Any shareholder loans made are included in the investment
cost. Where a value can be reliably measured the investment is
subsequently recognised at fair value through profit and loss.
Information about the methods and assumptions used in determining
fair value is provided in Note 12.
Trade and other payables: Trade and other payables are not interest bearing and are
recognised initially at fair value and subsequently measured at
amortised cost.
Borrowings: Initially
recognised at fair value net of any transaction costs directly
attributable to the issue of the instrument. Such interest-bearing
liabilities are then subsequently measured at amortised cost using
the effective interest rate method. Interest expense includes
initial transaction costs and any premium payable on redemption, as
well as any interest or coupon payable while the liability is
outstanding.
Liability components of
convertible loan notes are measured as described further
below.
Other borrowings: recognised
initially at fair value and subsequently measured at amortised
cost.
Leases: The Group does not
have any leases within the scope of IFRS16.
h. Equity
Share capital represents the
nominal value of equity shares, both ordinary and
preference.
Share premium represents the
excess over nominal value of the fair value of consideration
received for equity shares, net
of expenses of the share
issue.
Warrant reserve represents
proceeds from the issue of extant warrants.
Dilution of ownership reserve represents the difference between the fair value of any
consideration paid and the relevant share of the fair value of net
assets acquired in a dilutive transaction where control is
retained.
Other reserves represents the
proceeds from the issue of warrants by GreenRoc Mining plc
attributable to the equity holders of the group.
Foreign currency reserve holds gains/losses arising on retranslating the net assets of
the Group into pounds sterling.
i.
Taxation
The charge for taxation is based on
the profit or loss for the year and takes into account deferred
tax. The tax
expense for the period comprises current and
deferred tax. Tax is recognised in the income statement, except to
the extent that it relates to items recognised directly in equity.
In this case the tax is also recognised directly in other
comprehensive income or directly in equity,
respectively.
The current income tax charge is
calculated on the basis of the tax laws enacted or substantively
enacted at the end of the reporting period in the countries where
the Company operates and generates taxable income.
Management periodically evaluates positions taken
in tax returns with respect to situations in which applicable tax
regulation is subject to interpretation. It establishes provisions
where appropriate on the basis of amounts expected to be paid to
the tax authorities.
Deferred tax is the tax expected to
be payable or recoverable on differences between the carrying
amounts of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of taxable
profit or loss and is accounted for using the liability
method.
Deferred tax assets are only
recognised to the extent that it is probable that future taxable
profit will be available in the foreseeable future against which
the temporary differences can be utilised.
Deferred income tax is recognised,
using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying
amounts in the financial statements. However, the deferred tax is
not accounted for if it arises from initial recognition of an asset
or liability in a transaction other than a business combination
that, at the time of the transaction, affects neither accounting
nor taxable profit or loss. Deferred income tax is determined using
tax rates (and laws) that have been enacted, or substantially
enacted, by the end of the reporting period and are expected to
apply when the related deferred income tax asset is realised, or
the deferred income tax liability is settled.
Deferred income tax assets and
liabilities are offset when there is a legally enforceable right to
offset current tax assets against current tax liabilities, and when
the deferred income tax assets and liabilities relate to income
taxes levied by the same taxation authority on either the taxable
entity or different taxable entities where there is an intention to
settle the balances on a net basis.
j.
Segmental information
An operating segment is a
distinguishable component of the Group which is subject to risks
and rewards that are different from those of other segments. In the
Group's current portfolio, the geographical location of exploration
projects provides the basis for grouping into segments.
Operating segments are reported in
a manner consistent with internal reporting provided to the chief
operating decision-maker. The chief operating decision-maker, who
is responsible for allocating resources and assessing performance
of the operating segments, has been identified as the Board of
Directors of the Company.
2. CRITICAL ACCOUNTING ESTIMATES AND
JUDGEMENTS
The preparation of the financial
statements in conformity with generally accepted accounting
practice requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities as well as
the disclosure of contingent assets and liabilities at the
reporting date and the reported amounts of revenues and expenses
during the reporting period. Actual outcomes could differ from
those estimates.
Estimates and judgements are
continually evaluated and are based on historical experience and
other factors, including expectations of future events that are
believed to be reasonable under the circumstances. The areas of
judgement that have the most significant effect on the amounts
recognised in the financial statements are as follows:
i)
JUDGEMENTS
Capitalisation of exploration and
evaluation costs - £3,520,000
The capitalisation of exploration
costs relating to the exploration and evaluation phase requires
management to make judgements as to the future events and
circumstances of a project, especially in relation to whether an
economically viable extraction operation can be established. In
making such judgements, the Directors take comfort from the
findings from exploration activities undertaken, the fact the Group
intends to continue these activities and that the Company expects
to be able to raise additional funding to enable it to continue the
exploration activities.
Impairment assessment of
exploration and evaluation costs - £3,520,000
At each reporting date, management
make a judgment as to whether circumstances have changed following
the initial capitalisation and whether there are indicators of
impairment. If there are such indicators, an impairment review will
be performed which could result in the relevant capitalised amount
being written off to the income statement. For further details see
Note 10 "Intangible Assets".
This balance includes £3.5m
relating to the Clogau Gold Project. Management do not judge the
Exploration and Evaluation costs associated with that project to be
impaired at 30 November 2023. Exploration is underway, and planned
and budgeted throughout the year, and the Company expects a new
option agreement to be granted to it with effect from the expiry of
the current option in February 2025.The Group has no data at
this point that suggests that the asset value is unlikely to be
recovered from successful development.
Accounting for the investment in
GreenRoc Mining plc
During the year the Group's
holding in GreenRoc was diluted to below 50%, with an expectation
of further dilution within the same accounting period. At the date
of this report the shareholding stands at 37.49%. Management
judged that once the shareholding dropped below 50%, consolidation
was no longer appropriate. Agreements had been put in place at the
time of the IPO in 2021 to limit the ability of Alba to control
GreenRoc, and that in combination with a reduced shareholding meant
that the relationship was that of significant influence rather than
control. The decision was taken to reclassify the investment in
subsidiary as an investment in associate. In line with IAS 28
"Investments in Associates and Joint Ventures" the investment in
associate is held at remeasured cost less a share of profit or loss
for the period.
Impairment assessment of the
investment in GreenRoc Mining plc - £3,447,000
At the year end management made a
judgement that the value of the investment in GreenRoc Mining plc
was not impaired. The Group believes that the underlying value of
the assets of that company, the Amitsoq graphite project and the
Thule ilmenite project, supports the value of the investment. The
investment is intended to be long-term until the projects are
developed and the current pressure on GreenRoc's share price is a
reflection of poor conditions in the sector /market. At the
balance sheet date the market value of the Company's shareholding
in GreenRoc was £1,544,000.
Accounting for investment in Horse
Hill Developments Limited
The Group and Company's investment
in Horse Hill Developments Limited ("HHDL") is in the form of
equity and a shareholder loan. However, the Directors judge that
the loan is in substance part of the equity investment as governed
by the HHDL investment agreement. As such the loan element of the
investment is accounted for at fair value with movements in fair
value being taken to profit or loss (FVTPL).
The Group and Company's
shareholding in HHDL is less than 20%. A director of the
Company is also a director of HHDL but does not act in an executive
capacity. At the balance sheet date HHDL had a majority
shareholder with a 77.9% shareholding. The Directors judge
that the Company does not have significant influence over HHDL and
that it should not be equity accounted for as an
associate.
Company only - Impairment
assessment of investment in and loans to subsidiaries - £1,455,000
and £1,992,000
In preparing the parent company
financial statements, the Directors apply judgement to decide if
any, or all of the company's investments in (and where applicable
loans to) Aurum Mineral Resources Limited, Dragonfire Mining
Limited group and GMOW Gwynfynydd Limited are impaired or
not.
These companies have no source of
funds other than their shareholders and the ability of the
companies to repay their inter-company debt and for the Company to
gain value from its investments in the companies is dependent on
the future success of the companies' exploration activities. In
undertaking their review, the Directors consider the outcome of
their impairment assessment of the relevant licences as detailed
above.
The Directors have used the
Expected Credit Loss model to make a general provision against
intercompany loans receivable based on historic credit losses and
current data. In applying the expected credit loss model, the
directors have judged that the loans to the subsidiaries were
credit impaired on inception. See Note 13 for further
details.
ii)
ESTIMATES
Carrying value of investment in
Horse Hill Developments Limited - £2,600,000
The Company's investment in Horse
Hill Developments Limited is carried at fair value, as, in the
judgement of the Directors, it has been possible to estimate a
reliable fair value for the investment. For further details of the
valuation see Note 12.
The Directors believe that the
intrinsic value of the oil field has not been diminished during the
year and this is mirrored by the majority owner maintaining the
asset valuation in their balance sheet from 30 September 2022 to 30
September 2023. As the majority owner has access to more
information for valuation purposes than the Group, management
relies on their published information to support the Group's
assumptions.
Remeasurement of retained
investment in GreenRoc Mining plc after deemed disposal -
£4,318,000
Upon loss of control, GreenRoc was
de-consolidated from Alba group via a deemed disposal. In
accordance with IFRS 10, management remeasured the value of its
retained investment to be taken as the cost of investment on
initial recognition as an investment in associate. The value was
calculated as the applicable percentage of GreenRoc's net assets
immediately after de-consolidation.
3. ACQUISITIONS AND DISPOSALS
Deemed disposal of subsidiary
During the year the Group's
holding in GreenRoc was diluted to below 50%, with an expectation
of further dilution within the same accounting period. Management
judged that once the shareholding dropped below 50%, control had
been lost and consolidation was no longer appropriate.
This was accounted for as a deemed
disposal.
The 44.67% retained interest in
GreenRoc was then accounted for as an investment in associate at a
remeasured value.
See the notes on management
judgements above.
In the Company financial
statements, the disposal was accounted for as follows:
|
|
£'000
|
|
Book value of investment disposed
of
|
(5,500)
|
|
Retained interest remeasured and
transferred to investment in associate
|
4,318
|
|
Loss on deemed disposal
|
(1,182)
|
In the Group financial statements
the fair value uplift arising in GreenRoc on the IPO was eliminated
on consolidation as an intercompany balance. That elimination
does not take place with an investment in associate. As the
remeasured retained interest includes a share of fair value uplift,
a gain on deemed disposal arises.
|
|
£'000
|
|
Net assets deemed disposed of
(intangible assets, cash and net current assets)
|
(5,031)
|
|
Non-controlling interest
eliminated on disposal
|
2,486
|
|
Investment eliminated on
disposal
|
(298)
|
|
Retained interest remeasured and
recognised as an investment in associate
|
4,318
|
|
Gain on deemed disposal
|
1,475
|
Partial disposals of investment in associate by
dilution
During the year placings by an
investee company led to dilutions of the Group's holding in that
company. These were accounted for as partial deemed disposals for
nil consideration, as they reduced the share of net assets held by
the Group and therefore losses arose. For more information see Note
11 Investment in Associate.
4. ANALYSIS OF SEGMENTAL INFORMATION
The Group currently only has one
primary reporting business segment, exploration and development.
The Board of the Company evaluates the business on a sector basis,
the two sectors being mining and oil and gas. The group exploration
assets and investments along with capital expenditures are
presented on this basis below:
|
|
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
|
Total assets
|
|
|
|
|
Exploration and
development
|
|
7,135
|
8,600
|
|
Oil and gas
|
|
2,600
|
2,600
|
|
Current assets
|
|
185
|
585
|
|
|
|
9,920
|
11,785
|
|
Capital expenditure
|
|
|
|
|
Exploration and plant
|
|
524
|
2,436
|
The Group's primary business
activities operate in three different geographical areas (and the
Group has an investment in a fourth area) and the group exploration
assets and investments along with capital expenditures are
presented on the basis of geographical segments below:
|
|
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
|
Total assets
|
|
|
|
|
Greenland
|
|
-
|
5,343
|
|
England & Wales*
|
|
9,920
|
6,442
|
|
|
|
9,920
|
11,785
|
|
* investment in GreenRoc reclassified from Greenland to
England & Wales from de-consolidation
|
|
|
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
|
Capital expenditure
|
|
|
|
|
Greenland
|
|
94
|
2,091
|
|
England & Wales
|
|
430
|
345
|
|
|
|
524
|
2,436
|
The administrative expenditure in
the income statement primarily relates to central costs or
exploration costs that cannot be capitalised.
5. EXPENSES BY NATURE AND AUDITOR
REMUNERATION
Auditor's remuneration:
|
|
Alba and
subsidiaries
|
GreenRoc
(3 months
only)
|
2023
|
Alba and
subsidiaries
|
GreenRoc
|
2022
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
PKF Littlejohn LLP
|
|
|
|
|
|
|
|
- Group audit services
|
45
|
-
|
45
|
39
|
35
|
74
|
|
- Taxation advice
|
-
|
-
|
-
|
3
|
9
|
12
|
|
|
45
|
|
45
|
42
|
44
|
86
|
Expenses by nature:
|
|
Alba and
subsidiaries
|
GreenRoc
(3 months
only)
|
2023
|
Alba and
subsidiaries
|
GreenRoc
|
2022
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Staff costs (note 6)
|
288
|
88
|
376
|
427
|
534
|
961
|
|
Professional fees and
insurances
|
161
|
25
|
186
|
174
|
217
|
391
|
|
Consultancy not
capitalised
|
34
|
-
|
34
|
45
|
9
|
54
|
|
Office, travel, PR, other
|
97
|
33
|
130
|
120
|
107
|
227
|
|
Forex
|
-
|
-
|
-
|
(17)
|
-
|
(17)
|
|
Depreciation
|
12
|
-
|
12
|
7
|
-
|
7
|
|
Administrative expenses
|
592
|
146
|
738
|
756
|
867
|
1,623
|
|
|
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
|
Other income
|
|
|
|
|
Services provided
|
|
55
|
-
|
|
|
|
55
|
-
|
Other income is personnel services
billed to GreenRoc Mining plc after it was no longer part of the
Group.
6
DIRECTORS' EMOLUMENTS AND STAFF COSTS
During the period the Group had on
average 8.75 (2022: 11.3) employees each month, being the Directors
(who are the key management personnel) plus finance, geological and
local site staff. Where eligible, Directors and other staff accrue
benefits under a money purchase auto-enrolment scheme held in
NEST.
|
|
Costs
incurred by:
|
2023
|
|
Costs
incurred by:
|
2022
|
|
|
Alba
Mineral Resources plc
|
GreenRoc
Mining plc (3 months only)
|
Total
Group
|
|
Alba
Mineral Resources plc
|
GreenRoc
Mining plc
|
Total
Group
|
|
|
£'000
|
£'000
|
£'000
|
|
£'000
|
£'000
|
£'000
|
|
Directors' fees, salaries and
pension (see table below)
|
181
|
14
|
195
|
|
185
|
54
|
239
|
|
Directors' share based
payments
|
7
|
3
|
10
|
|
56
|
69
|
125
|
|
Directors' social security
costs
|
15
|
2
|
17
|
|
16
|
7
|
23
|
|
Staff costs
|
|
|
|
|
|
|
|
|
Salaries and wages
|
227
|
48
|
275
|
|
221
|
295
|
516
|
|
Share based payment
charges
|
4
|
7
|
11
|
|
31
|
72
|
103
|
|
Social security costs
|
22
|
13
|
35
|
|
25
|
27
|
52
|
|
Defined contribution pension
scheme
|
5
|
1
|
6
|
|
5
|
10
|
15
|
|
Fees classified as
consultancy
|
(29)
|
-
|
(29)
|
|
(33)
|
-
|
(33)
|
|
Costs recharged to
projects
|
(144)
|
-
|
(144)
|
|
(79)
|
-
|
(79)
|
|
Staff costs reported in administrative expenses (Note
5)
|
288
|
88
|
376
|
|
427
|
534
|
961
|
|
|
|
|
|
|
|
|
|
|
Average number of
employees
|
7.25
|
6*
|
8.75*
|
|
7.3
|
6
|
11.3
|
* Average based on three months
only.
*Two employees of Alba are also
employees of GreenRoc.
Directors'
remuneration:
|
|
2023
|
2022
|
|
|
Fees
|
Salaries
|
Pension
|
FV of options
vesting
|
Total
|
Fees
|
Salaries
|
Pension
|
FV of options
vesting
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
G.F.
|
36
|
115
|
1
|
7
|
159
|
36
|
115
|
1
|
56
|
208
|
|
Fees capitalised
|
(19)
|
-
|
-
|
-
|
(19)
|
(15)
|
-
|
-
|
-
|
(15)
|
|
M.C.N
|
6
|
18
|
-
|
-
|
24
|
6
|
18
|
-
|
-
|
24
|
|
E.H.
|
6
|
18
|
-
|
-
|
24
|
6
|
18
|
-
|
-
|
24
|
|
|
|
|
|
|
188
|
|
|
|
|
241
|
|
G.F. GreenRoc*
|
-
|
14
|
-
|
3
|
17
|
-
|
54
|
-
|
69
|
123
|
|
Total
|
29
|
165
|
1
|
10
|
205
|
33
|
205
|
1
|
125
|
364
|
GF: George Frangeskides, MCN: Michael Nott, EH: Elizabeth
Henson
Note 24 gives further details of
transactions with the Directors. During the year no warrants or
options were granted to the Directors. Charges in the tables above
relate to historic grants vesting.
7
INCOME TAXES
The UK corporation tax rate has been
applied throughout the workings below as substantially all of the
losses during the year (and historic losses in retained earnings)
have been incurred by the parent or other companies resident in the
UK for tax purposes. Using a weighted average rate would not change
the effective tax rate.
a) Analysis of charge in the
period
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
|
United Kingdom corporation tax at
19% (2022: 19%)
|
-
|
-
|
|
Deferred taxation
|
-
|
-
|
b)
Factors affecting tax charge for the period
The tax assessed on the loss for
the year before tax differs from the standard rate of corporation
tax in the UK which is 19% (2022: 19%). The differences are
explained below:
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
|
Profit/(loss) before tax
|
(196)
|
(2,605)
|
|
|
|
|
|
Profit/(loss) multiplied by standard
rate of tax
|
(37)
|
(495)
|
|
Effects of:
|
|
|
|
Expenses not deductible / losses not
allowable
|
197
|
235
|
|
Deferred tax assets not
recognised/capital allowances not claimed
|
(160)
|
260
|
|
|
-
|
-
|
A deferred tax asset has not been
recognised in respect of timing differences relating to tax losses
and accelerated capital allowances, due to uncertainty that the
potential asset will be recovered. The aggregated losses in each of
the Group companies being Alba Mineral Resources plc and its
subsidiaries as listed in Note 13 amounted to £9,105,000 before
adjustments required by local tax rules and excluding losses on
intra-group transactions (2022: £8,501,000).
8 EARNINGS PER SHARE
The calculation of the basic loss
per share is calculated by dividing the consolidated loss
attributable to the equity holders of the Company by the weighted
average number of ordinary shares in issue during the year. The
Company by the weighted average number of ordinary shares in issue
during the year. The diluted earnings per share is the same as the
basic earnings per share, as warrants/options are not dilutive due
to the loss for the year.
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
|
Proft/(loss) attributable to group
shareholders
|
(116)
|
(2,039)
|
|
Weighted average number of ordinary
shares for calculating basic loss per share
|
7,256,844,832
|
6,476,717,573
|
|
Profit/(loss) per share
(pence)
|
(0.002)
|
(0.031)
|
8.
PROPERTY, PLANT AND
EQUIPMENT
|
Group
|
Land
|
Plant, equipment and
vehicles
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
|
Cost
|
|
|
|
|
At 1 December 2021
|
85
|
57
|
142
|
|
Additions
|
-
|
20
|
20
|
|
At 30 November 2022
|
85
|
77
|
162
|
|
Additions
|
-
|
30
|
30
|
|
At 30 November 2023
|
85
|
107
|
192
|
|
|
|
|
|
|
Accumulated Depreciation
|
|
|
|
|
At 30 November 2021 and at 1
December 2022
|
-
|
(5)
|
(5)
|
|
Charge for the year
|
-
|
(7)
|
(7)
|
|
At 30 November 2022
|
-
|
(12)
|
(12)
|
|
Charge for the year
|
-
|
(12)
|
(12)
|
|
At 30 November 2023
|
-
|
(24)
|
(24)
|
|
|
|
|
|
|
Net
Book Value at 30 November 2023
|
85
|
83
|
168
|
|
Net Book Value at 30 November
2022
|
85
|
65
|
150
|
The land is part of the Clogau
gold project. At the year end the land is held at
cost. No
depreciation is charged as it is not a wasting asset. Plant is part of the Clogau gold
project.
10.
INTANGIBLE FIXED
ASSETS
|
Group
|
|
Exploration and
evaluation
|
|
|
|
£'000
|
|
Cost
|
|
|
|
As 1 December 2021
|
|
6,845
|
|
Additions
|
|
2,539
|
|
At
30 November 2022
|
|
9,384
|
|
Additions
|
|
508
|
|
Deemed disposal on
de-consolidation
|
|
(5,637)
|
|
At
30 November 2023
|
|
4,255
|
|
|
|
|
|
Amortisation and impairment
|
|
|
|
At 1 December 2021
|
|
(735)
|
|
Impairment charge 2022
|
|
(199)
|
|
At
30 November 2022
|
|
(934)
|
|
Deemed disposal on
de-consolidation
|
|
199
|
|
At
30 November 2023
|
|
735
|
|
|
|
|
|
Net
book value
|
|
|
|
At
30 November 2023
|
|
3,520
|
|
At 30 November 2022
|
|
8,450
|
The Group's intangible fixed
assets relate to the Welsh gold projects (Clogau, Dolgellau Gold
and Gwynfynydd).
Management do not judge the
Exploration and Evaluation costs related to those projects to be
impaired at 30 November 2023. Exploration is planned and budgeted
for in 2023 and the Group has no data at this point that suggests
that the asset value is unlikely to be recovered from successful
development.
During the period Alba's investment
in GreenRoc Mining plc was diluted and reclassified as an
investment in associate (see Note 11). The deemed disposal above is
the removal of GreenRoc's intangible assets and any related
impairments from the Group balance sheet.
At the year end the amount of
liabilities (being creditors and accruals) relating to the
exploration and evaluation assets was £39,000.
11.
INVESTMENT IN ASSOCIATE
|
Group and Company
|
|
Investment in
associate
|
|
|
|
£'000
|
|
Cost
|
|
|
|
As 30 November 2021 and
2022
|
|
-
|
|
Deemed acquisition at remeasured
value
|
|
4,318
|
|
Additions
|
|
115
|
|
Dilution of investment - deemed
partial disposal
|
|
(325)
|
|
Share of loss of
associate
|
|
(661)
|
|
At
30 November 2023
|
|
3,447
|
During the year the shareholding
in GreenRoc Mining plc diluted to less than 50 per cent. Review of
the investment led to reclassification from a subsidiary to an
investment in associate. This was accounted for by a deemed
disposal and acquisition at remeasured cost. For more information
on management's judgement on the matter see Note 2. For details of
the deemed disposal see Note 3.
At 30 November 2023 the
(unaudited) consolidated results of GreenRoc Mining plc showed a
loss for the year of £1,693,000 with net assets of £9,027,000,
comprising non-current assets of £9,741,000 and net current assets
of £290,000 offset by a deferred tax liability of
£1,004,000.
12. INVESTMENTS
|
|
|
Investment in
HHDL
|
|
Group and Company
|
|
£'000
|
|
At 30 November 2021
|
|
3,385
|
|
Revaluation of investment
|
|
(785)
|
|
At
30 November 2022 and 30 November 2023
|
|
2,600
|
The above investment represents an
investment in 18.1% (2022: 18.1%*) of the issued share capital of
Horse Hill Developments Limited ("HHDL") and associated loans to
that company accruing interest at variable rates linked to the Bank
of England base rate. Those loans and interest are treated as part
of the overall investment and as such are classified as fair value
through the profit and loss. Any interest due is subsumed within
the overall investment valuation (see Note 22).
HHDL is a private company with no
stock quote. There have been no share transactions in HHDL stock
nor transactions in licence interests in the past several years to
provide any basis for valuation.
The majority owner and operator of
HHDL, UK Oil & Gas plc (UKOG) recently announced its results
for year ended 30 September 2023 maintaining its carrying values
for the assets relating to the Horse Hill oil field and the HH1
well, based on net present value calculated utilizing an internally
generated depletion curve that was independently reviewed. Costs
were based on current costs less any anticipated savings. A
long-term average Brent oil price of US$78/bbl was used being the
Brent curve until 2031 and then kept flat at $75/bbl. A discount
rate of 2.79% was based on a Capital Asset Pricing Model analysis
being the weighted average costs of capital of Horse Hill
Developments, the holding company of the producing well HH-1. There
is inherent uncertainty in any oil field valuation due to the
uncertainty of future oil price movements.
Management relies on the
valuations of the majority owner of the project as they have access
to fuller information and therefore have maintained the current
valuation of the investment in HHDL, in line with UKOG.
This revised valuation is a Level
3 valuation under the IFRS 9 hierarchy, as was the valuation in the
prior year, as defined in Note 22.
The registered office of HHDL is:
The Broadgate Tower, 8th Floor, 20 Primrose Street, London, EC2A
2EW.
*In a prior period the Company elected not to contribute its
share of a cash call. As a result the Company's shareholding could
be diluted but the impact would be minimal, the reduction being
less than 0.1% of the total issued share capital of
HHDL.
13.
INVESTMENTS IN SUBSIDIARY
UNDERTAKINGS
|
|
|
Investments
|
Capital
Contributions
|
Loans
|
Total
|
|
|
Notes
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Company
|
|
|
|
|
|
|
At
30 November 2021
|
|
5,500
|
1,116
|
1,195
|
7,811
|
|
Additions - purchase of minority and
royalty
|
|
-
|
339
|
-
|
339
|
|
Additions - expenditure
|
|
-
|
-
|
370
|
370
|
|
Impairment of intercompany
loan
|
|
-
|
-
|
(15)
|
(15)
|
|
At
30 November 2022
|
|
5,500
|
1,455
|
1,550
|
8,505
|
|
Additions - expenditure
|
|
-
|
-
|
440
|
440
|
|
Deemed disposal by
dilution
|
3
|
(5,500)
|
-
|
-
|
(5,500)
|
|
At
30 November 2023
|
|
-
|
1,455
|
1,990
|
3,445
|
The Company recognises a provision
for expected credit loss against the loans due from subsidiaries.
These loans are interest-free and have no agreed terms. For the
purposes of IFRS 9 the loans were assumed to be repayable on
demand. However, management has agreed that these loans will not be
recalled within 12 months from the balance sheet date so they are
classified as long term.
The loans are assessed as being
credit impaired on inception as the subsidiaries have no income
other than the receipt of inter-company funding and as the loans
are primarily used to fund the subsidiaries deferred exploration
expenditure. The subsidiaries would only be able to repay the loans
if they can either sell their exploration assets or develop them to
the point at which the assets generate cash flows, both of which
would take time to achieve. Therefore, at inception, it is known
that the loans will not be able to be repaid in accordance with the
loan terms (that is, on demand) and therefore they are assessed as
being credit impaired.
Historic and current data has been
used to derive a probability of default and this has been applied
across the portfolio of loans.
At 30 November 2023 the Company held
the following interests in subsidiary undertakings, which are
included in the consolidated financial statements:
|
Name of company
|
Country of incorporation
|
Holding at 30 November
2023
|
Nature of
holding
|
Holding at 30 November
2022
|
Business
|
|
Aurum Mineral Resources
Ltd
|
Ireland
|
100%
|
Direct
|
100%
|
Exploration
|
|
Mauritania Ventures
Limited
|
England & Wales
|
Dissolved Feb '23
|
Direct
|
50%
|
Non-trading
|
|
Dragonfire Mining
Limited
|
England & Wales
|
100%
|
Direct
|
100%
|
Exploration
|
|
Gold Mines of Wales
Limited
|
Jersey
|
100%
|
Indirect
|
100%
|
Holding
Co.
|
|
GMOW (Holdings) Limited
|
England & Wales
|
100%
|
Indirect
|
100%
|
Holding
Co.
|
|
GMOW (Operations)
Limited
|
England & Wales
|
100%
|
Indirect
|
100%
|
Exploration
|
|
GMOW Gwynfynydd Limited
|
England & Wales
|
100%
|
Direct
|
100%
|
Exploration
|
|
|
|
|
|
|
|
The address of the registered office
of Aurum Mineral Resources Ltd is c/o Hugh Lennon Associates, Unit
8&10 Church View, Cavan, Ireland.
The address of the registered office
of Gold Mines of Wales Limited is 3rd Floor, IFC5,
Castle Street, St Helier, Jersey JE2 3BY.
All the other companies have their
registered office at 6th Floor, 60 Gracechurch Street, London EC3V
0HR.
Mauritania Ventures Limited has been
treated as a subsidiary undertaking because the Company exercises
dominant influence over the investment by virtue of having the
casting vote at Board meetings. The Company was dissolved on 14
February 2023.
During the period the holding in
GreenRoc Mining plc was diluted leading to de-consolidation such
that it is no longer a subsidiary of the Group and has been
accounted for as an investment in associate.
After the reporting date, GreenRoc
Mining plc issued further share capital. Alba's interest in
GreenRoc was diluted to 37.49% at 1 December 2023.
14.
TRADE AND OTHER RECEIVABLES
|
|
Group
2023
|
Group
2022
|
Company
2023
|
Company
2022
|
|
Current
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Other debtors
|
68
|
109
|
47
|
92
|
|
Prepayments and accrued
income
|
20
|
20
|
18
|
19
|
|
|
|
|
|
|
|
|
88
|
129
|
65
|
111
|
The fair value of trade and other
receivables approximates to their book value.
15.
CASH AND CASH
EQUIVALENTS
|
|
Group
2023
|
Group
2022
|
Company
2023
|
Company
2022
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Cash at bank and in hand
|
97
|
456
|
84
|
322
|
|
|
|
|
|
|
The fair value of cash at bank is the
same as its carrying value.
16.
TRADE AND OTHER
PAYABLES
|
|
Group
2023
|
Group
2022
|
Company
2023
|
Company
2022
|
|
Current
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Trade creditors
|
94
|
222
|
93
|
81
|
|
Other creditors
|
13
|
15
|
13
|
15
|
|
Accruals and deferred
income
|
113
|
227
|
71
|
69
|
|
|
220
|
464
|
177
|
165
|
The fair value of trade and other
payables approximates to their book value.
17.
FINANCIAL LIABILITIES
The Company has no financial
liabilities.
|
Group
|
Other
borrowings
|
Derivative financial
instrument
|
Total
|
|
Financial Liabilities
|
£'000
|
£'000
|
£'000
|
|
At 30 November 2021
|
7
|
214
|
221
|
|
Released as part of 10% minority
purchase
|
(7)
|
(214)
|
(221)
|
|
At 30 November 2022 and at 30
November 2023
|
-
|
-
|
-
|
The derivative financial instrument
related to the recognition of a liability in respect of the put and
call option over the remaining 10% shareholding in the Clogau gold
project.
18.
CALLED UP SHARE CAPITAL
|
|
2023
|
2023
|
2022
|
2022
|
|
|
Number
|
|
Number
|
|
|
|
of shares
|
£'000
|
of shares
|
£'000
|
|
Issued, allotted and fully paid
|
|
|
|
|
|
Ordinary shares of 0.01
pence
|
7,733,688,996
|
773
|
7,121,568,996
|
712
|
|
Deferred shares of 0.9
pence
|
93,070,100
|
838
|
93,070,100
|
838
|
|
B deferred shares of 0.09
pence
|
3,918,351,946
|
3,526
|
3,918,351,946
|
3,526
|
|
Total
|
11,742,111,042
|
5,137
|
11,132,991,042
|
5,076
|
The Company's Articles do not
specify authorised share capital. All issued ordinary shares carry
equal rights. The deferred shares do not carry any rights to vote
or dividend rights. In addition, holders of deferred shares will
only be entitled to a payment on a return of capital or on a
winding up of the Company after each of the holders of the ordinary
shares have received a payment of £1,000,000 on each such
share.
During the year the Company issued
ordinary shares as follows:
|
|
Ordinary
shares
|
Ordinary
shares
|
Deferred
shares
|
Share
premium
|
Total
|
|
|
0.01 pence
|
£'000
|
£'000
|
£'000
|
£'000
|
|
At
30 November 2022
|
7,121,568,996
|
712
|
4,364
|
10,461
|
15,537
|
|
July placing and broker
option,
net of fees
|
612,120,000
|
61
|
-
|
658
|
719
|
|
At
30 November 2023
|
7,733,688,996
|
773
|
4,364
|
11,119
|
16,256
|
|
|
Warrants
|
Warrants
reserve
|
|
|
|
£'000
|
|
At
30 November 2022
|
879,930,830
|
1,187
|
|
Warrants vesting (counted in brought
forward balance)
|
-
|
11
|
|
Warrants expired/waived
|
(170,000,000)
|
(416)
|
|
At
30 November 2023
|
709,930,830
|
782
|
Of the warrants outstanding at 30
November 2023, all are vested and able to be exercised. The
weighted average exercise price of these vested warrants is 0.25
pence. No warrants were exercised in the year.
As at 30 November 2023 Alba had
709,930,830 warrants and options outstanding:
|
No. of
warrants
|
Exercise price
(pence)
|
Final exercise
date
|
Vested
|
|
60,000,0001
|
0.4
pence
|
13
January 2027
|
Awarded
under the EMI scheme. Vested.
|
|
60,000,0002
|
0.42
pence
|
2 May
2028
|
Awarded
under the EMI scheme. Vested.
|
|
50,000,0003
|
0.16
pence
|
31
December 2023
|
Vested.
|
|
200,000,0003
|
0.16
pence
|
28
August 2030
|
Awarded
under the EMI scheme. Vested.
|
|
8,000,0004
|
0.5
pence
|
7
December 2023
|
Vested.
|
|
81,930,830
|
0.4
pence
|
31
August 2024
|
Vested.
|
|
250,000,000
|
0.2
pence
|
16
November 2024
|
Vested.
|
|
709,930,830
|
At 30
November 2023
|
|
|
As at 30 November 2022 Alba had
879,930,830 warrants and options outstanding:
|
No. of
warrants
|
Exercise price
(pence)
|
Final exercise
date
|
Vested
|
|
60,000,0001
|
0.4
pence
|
13
January 2027
|
Awarded
under the EMI scheme. Vested.
|
|
60,000,0002
|
0.42
pence
|
2 May
2028
|
Awarded
under the EMI scheme. Vested.
|
|
50,000,0003
|
0.16
pence
|
31
December 2023
|
Partially vested.
|
|
200,000,0003
|
0.16
pence
|
28
August 2030
|
Awarded
under the EMI scheme.
Partially vested.
|
|
160,000,000
|
0.75
pence
|
23
November 2022
|
Vested.
|
|
10,000,000
|
0.375
pence
|
1
December 2022
|
Vested.
|
|
8,000,0004
|
0.5
pence
|
7
December 2023
|
Vested.
|
|
81,930,830
|
0.4
pence
|
31
August 2024
|
Vested.
|
|
250,000,000
|
0.2
pence
|
16
November 2024
|
Vested.
|
|
879,930,830
|
At 30
November 2022
|
|
|
1,2,3,4 These warrants fall within
the scope of IFRS 2 "Share-based Payments" and were issued in 2017,
2018, 2020 respectively.
No warrants were granted in the
year. After the reporting date on 11 December 2023, it was
announced that a number of the extant options/warrants were to be
cancelled and new options/warrants issued in their
place.
19.
NON-CONTROLING INTERESTS
|
|
|
|
Mauritania Ventures Ltd
|
GreenRoc
Mining plc
|
Total NCIs
£'000
|
|
At 30 November 2021
|
|
|
(9)
|
2,741
|
2,732
|
|
Share of loss for the
year
|
|
|
-
|
(566)
|
(566)
|
|
Share of movement on other
reserves
|
|
|
-
|
65
|
65
|
|
At
30 November 2022
|
|
|
(9)
|
2,240
|
2,231
|
|
Write back on dissolution
|
|
|
9
|
-
|
9
|
|
Share of losses to
de-consolidation
|
|
|
-
|
(80)
|
(80)
|
|
Share of reserve movements to
de-consolidation
|
|
|
|
335
|
335
|
|
Deemed disposal of
subsidiary
|
|
|
-
|
(2,495)
|
(2,495)
|
|
At
30 November 2023
|
|
|
-
|
-
|
-
|
During the year the Group
de-consolidated GreenRoc in a deemed disposal due to dilution.
Thereafter the Group's investment in GreenRoc was recognised as an
investment in associate. For further details see Note 3 and Note
11.
At prior year end the Group
recognised the non-controlling interest in GreenRoc at the
non-controlling interest's proportionate share of the entity's net
identifiable assets as included in the Group balance sheet. These
differed from the assets presented in the standalone GreenRoc
Mining plc Report and Accounts due to consolidation entries,
including elimination of fair valuation uplift generated in the IPO
in 2021, judged by management to be intragroup profit.
The Report and Accounts of
GreenRoc Mining plc can be found on its website
www.greenrocmining.com.
20.
LEASES
The Company has no lease or rental
commitments within scope of IFRS 16. Expenditure on short-term
leases during the year was £25,000 (2022: £19,000).
21.
CAPITAL COMMITMENTS
At year end the Group had no capital
commitments.
22.
CONTINGENT LIABILITIES
A 1% net smelter royalty agreement
remains in place with the previous owner of the Clogau gold
project. The Group has no obligations under this agreement until
such time as gold is produced and sold.
23.
FINANCIAL INSTRUMENTS
The Group's financial instruments
comprise investments, cash at bank and various items such as
debtors, loans and creditors. The Group has not entered into
derivative transactions nor does it trade financial instruments as
a matter of policy.
Credit risk
The Group's credit risk arises
primarily from cash at bank, debtors and the risk the counterparty
fails to discharge its obligations. As at 30 November 2023, debtors
included £25,000 that was past due but not impaired (2022:
£25,000). Given the low number and value of debtors, management
considers recoverability of any overdue amount individually on an
annual basis.
The Company's credit risk
primarily arises from intercompany debtors and this is reviewed
annually in the course of reviewing the Expected Credit Loss
provision required under IFRS 9. See Note 13 for more
details.
Funding risk
Funding risk is
the possibility that the Group might not have access to
the financing it needs. The Group's continued future
operations depend on the ability to raise sufficient working
capital through the issue of equity share capital. The Directors
are confident that adequate funding will be forthcoming with which
to finance operations. The Board has a strong track record of
raising funds as required. Controls over expenditure are carefully
managed and activities planned to ensure that the Group has
sufficient funding.
Liquidity risk
Liquidity risk arises from the
management of cash funds and working capital. The risk is that the
Group will fail to meet its financial obligations as they fall due.
The Group operates within the constraints of available funds and
cash flow projections are produced and regularly reviewed by
management.
At 30 November 2022 the management
considers that the liquidity risk is not material as sufficient
cash is held to meet financial liabilities to be settled in
cash.
Future liquidity risk is addressed
in Note 1 under the heading "Going Concern".
Interest rate risk profile of
financial assets
Excluding the investment in HHDL,
the only financial assets (other than short term debtors) are cash
at bank and in hand, which comprises money at call. The interest
earned in the year was nil. The Directors believe the fair value of
the financial instruments is not materially different to the book
value.
The investment in HHDL includes a
loan element. Under an investment agreement those loans attract
interest. Loans plus interest become payable once HHDL has surplus
cash. As the Group / Company treats the loan as held at fair value
through profit and loss, any interest credit is subsumed within the
fair value movement.
Foreign currency risk
The Group has an Irish subsidiary,
which can affect the Group's sterling denominated reported results
as a consequence of movements in the sterling/euro exchange rates.
The Group also incurs costs denominated in foreign currencies
(primarily
Danish Krone) which gives rise to
short term exchange risk. The Group does not currently hedge
against these exposures as they are deemed immaterial and there is
no material exposure as at the year-end. No sensitivity analysis
has been performed.
Market risk
Following the acquisition of the
investment in Horse Hill Developments Limited ("HHDL"), the Group
is exposed to market risk in that the value of the investment would
be expected to vary depending on the price of oil and the future
cash calls will, to an extent, depend on the revenue generated from
oil produced from well testing activities. For a review of the
progress of the Horse Hill project, please see the Chairman's
Statement.
During the year under review
the price of Brent crude oil was stable at an average of $83, with a low
spike of $72. However, a sustained downturn in the price of oil
would have a materially adverse effect on the revenues generated
from the Horse Hill Oil Field. A material reduction in the
market value of HHDL shares
can be expected to result in a proportionate
reduction in the
carrying value of the Group's investment
in HHDL.
Categories of financial instrument
|
|
Group
|
Group
|
Company
|
Company
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Financial assets
|
|
|
|
|
|
Investments at fair value through
profit or loss:
|
|
|
|
|
|
Investment in HHDL (Note
12)
|
2,600
|
2,600
|
2,600
|
2,600
|
|
Held at amortised cost:
|
|
|
|
|
|
Trade and other
receivables
|
68
|
109
|
47
|
92
|
|
Cash and cash equivalents
|
97
|
456
|
84
|
322
|
|
Intercompany receivables net
of expected credit losses
|
-
|
-
|
1,992
|
1,550
|
|
|
2,765
|
3,165
|
4,723
|
4,564
|
|
Financial liabilities
|
|
|
|
|
|
Held at amortised cost:
|
|
|
|
|
|
Trade and other
payables
|
107
|
237
|
106
|
96
|
|
Other financial
liabilities
|
-
|
-
|
-
|
-
|
|
|
107
|
237
|
106
|
96
|
Valuation of financial
instruments
Under IFRS 9 the valuation of
financial instruments is categorised based on the inputs used to
generate the valuation as follows:
Level 1: The fair value of financial
instruments traded in active markets (such as publicly traded
derivatives, and equity securities) is based on quoted market
prices at the end of the reporting period. The quoted market price
used for financial assets held by the group is the current bid
price. These instruments are included in level 1.
Level 2: The fair value of financial
instruments that are not traded in an active market (for example,
over-the-counter derivatives) is determined using valuation
techniques which maximise the use of observable market data and
rely as little as
possible on entity-specific
estimates. If all significant inputs required to fair value an
instrument are observable, the instrument is included in level
2.
Level 3: If one or more of the
significant inputs is not based on observable market data, the
instrument is included in level 3. This is the case for unlisted
equity securities.
The Group's financial instruments by
valuation method:
|
|
Level 3
|
Total
|
|
|
£'000
|
£'000
|
|
Financial assets held at FVTPL
|
|
|
|
Investment - FV at 30 November
2022
|
2,600
|
2,600
|
|
Impairment expense in
2023
|
-
|
-
|
|
Investment - FV at 30 November
2023
|
2,600
|
2,600
|
|
|
|
|
|
Financial liabilities held at FVTPL
|
-
|
-
|
For more information on the valuation
bases see the relevant Notes referred to above.
Included in the value for HHDL are
loans of £2,126,000 plus accrued interest. These were designated as
fair value through the profit and loss on recognition as they form
part of the Company's investment in Horse Hill Developments
Limited. The maximum exposure to credit risk of this financial
asset at the end of the reporting period is the carrying amounts of
the loans. The loans are not valued separately from the investment.
No change in fair value to date has been attributable to a change
in credit risk.
24. CAPITAL
MANAGEMENT
The Group's objective when
managing capital is to safeguard the entity's ability to continue
as a going concern and develop its mining and exploration
activities to provide returns for shareholders. The Group's funding
comprises equity and debt. The Directors consider the Company's
capital and reserves to be capital. When considering the future
capital requirements of the Group and the potential to fund
specific project development via debt, the Directors consider the
risk characteristics of all the underlying assets in assessing the
optimal capital structure.
25.
RELATED PARTY TRANSACTIONS
All related party transactions have
been conducted at arm's length.
Fees charged by Directors are
detailed below and also shown in Note 6. "Directors' emoluments and
staff costs".
Company
Transactions between the Company and
its subsidiaries, which are related parties of the Company, have
been eliminated on consolidation. The loan balances and
transactions in the year with the subsidiaries are disclosed in
Note 13. Details of transactions between the Company and other
related parties are disclosed below.
Group
During the year a subsidiary,
GreenRoc Mining plc, was deconsolidated due to loss of control.
After deconsolidation it was accounted for as an associate.
Transactions with GreenRoc from this point were as
follows:
Alba charged GreenRoc £75,000 for
services from its personnel on an arm's length basis as per the
Relationship agreement signed on IPO in September 2021 plus certain
costs or a share of certain costs incurred on their
behalf.
For his role of Chairman, GreenRoc
paid George Frangeskides (Executive Chairman of Alba) a salary of
£54,000 for the year. £13,500 of that is included within these
accounts as it was paid prior to deconsolidation.
Stirling Corporate Limited and
Berwick Capital Limited, companies which George Frangeskides, a
director of the Company, controls, were paid combined £2,000 during
the year for recharges accrued in 2022 for historic costs incurred
in the course of work performed on behalf of the Group. There are
no amounts accrued at year end.
Aetos Consulting Limited, a company
which George Frangeskides, a director of the Company, jointly
controls, charged the Group fees for consultancy services of
£36,000 (2022: £36,000). Of these fees, £19,200 represents work
carried out specifically on the advancement of the Group's project
portfolio and has therefore been capitalised.
As at the year-end £59,000 (2022:
£53,000) was owed to Aetos Consulting Limited and £36,000 (as noted
above) was accrued for invoices expected. There are no terms and
conditions associated with the outstanding balance.
Woodridge Associates, a trading name
of Michael Nott, a director of the Company, charged the Group fees
of £6,000 for consultancy services during the year including £1,500
accrued at 30 November 2022.
Ixia Advisers, a company controlled
by Elizabeth Henson, a director of the Company, charged the Group
fees of £6,000 for consultancy services during the year.
26.
EVENTS AFTER THE REPORTING PERIOD
Corporate
On 11 December 2023 the Company
announced a review of director and management share options,
resulting in various options and warrants being cancelled and new
options and warrants being granted.
On 27 March 2024 Alba announced that
it had raised £380,000 before costs in a placing.
On 24 April 2024 Alba announced that
it had acquired an option over the Andover West Lithium Project in
Western Australia.
Clogau Gold Project
Since 30 November 2023 there have
been various announcements regarding the Clogau Gold Project, with
the key matters summarised below:
In December 2023 the Group announced
that variations to water abstraction and discharge licences had
been granted.
In January 2024 the Group announced
dewatering to Level 4 of the Clogau-St Davids mine plus necessary
safety and access works.
In March 2024 the Group announced
results from the initial sampling of Level 4, including gold
produced by smelt, and plans to bulk sample in two
locations.
In April 2024 the Group released the
first part of the results from the aeromagnetic surveys carried out
across the three licences in Wales.
GreenRoc Mining plc
In the period from December 2023 to
date, GreenRoc announced:
- successful results from electrochemical battery test
work;
- the grant of an extension to the Amitsoq licence
area;
- the surrender of the Melville Bay licence; and
- a highly positive PFS for the proposed Amitsoq graphite anode
plant, with an after-tax NPV8 of US$545M.
Horse Hill Oil Project
In December 2023 an extension to the
time allowed for the proposed farm-in was announced.
27.
ULTIMATE CONTROLLING PARTY
The Directors consider there is no
ultimate controlling party.
**ENDS**
For
further information, please visit www.albamineralresources.com or
contact:
|
Alba Mineral Resources
plc
George Frangeskides, Executive
Chairman
|
+44 20 3950 0725
|
|
SPARK Advisory Partners Limited
(Nomad)
Andrew Emmott
|
+44 20 3368 3555
|
|
CMC Markets plc
(Broker)
Thomas Smith / Douglas
Crippen
|
+44 20 3003 8632
|
Alba's Projects & Investments
|
Mining Projects Operated by
Alba
|
Location
|
Ownership
|
|
Clogau (gold)
|
Wales
|
100%
|
|
Dolgellau Gold Exploration
(gold)
|
Wales
|
100%
|
|
Gwynfynydd (gold)
|
Wales
|
100%
|
|
Investments Held by
Alba
|
Location
|
Ownership
|
|
GreenRoc Mining Plc
(mining)
|
Greenland
|
37.49%
|
|
Horse Hill (oil)
|
England
|
11.765%
|
|
Option to Purchase
Held by Alba
|
Location
|
Optioned Percentage
|
|
Andover West Lithium
Project
|
Australia
|
50%
|