TIDMCOBR
RNS Number : 3109N
Cobra Resources PLC
31 May 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
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31 May 2022
Cobra Resources plc
("Cobra" or the "Company")
Final Results for the Year Ended 31 December 2021
Cobra, a gold, IOCG, and rare earths exploration company focused
on the Wudinna Project in South Australia, announces its final
results for the year ended 31 December 2021.
Highlights
-- Discovered rare earth mineralisation proximal to and above
gold mineralisation, with highly desirable grades, mineralogy and
intersect widths
-- Executed significant and safe field exploration programme
including low-cost regional pathfinder drilling, detailed ground
geophysics and Reverse Circulation (RC) drilling at the Clarke
prospect
o Programme defined further gold mineralisation outside of
existing gold resources and identified clay hosted rare earth
mineralisation that is spatially complementary to gold
mineralisation
-- Carried out detailed ground gravity survey to refine
priority, high-value Iron Oxide Copper Gold (IOCG) targets for
drilling
-- Fulfilled Stage 2 expenditure obligations to increase ownership of the Wudinna Project to 65%
-- Strengthened technical competency with appointments of Rupert
Verco as CEO and Robert Blythman as Exploration Manager
Post Year End
-- Raised GBP945,000 through a private placement to fund 2022
exploration activities and provide sustaining capital (this will
see the Company achieve Stage 3 earn-in to increase ownership of
the Wudinna Project to 75%)
-- Extended defined rare earth mineralisation footprint through
re-analysis of historic drillholes to approximately 4 km(2) , with
mineralisation open in multiple directions
-- Granted 536 km(2) exploration tenement (100% Cobra) directly
east of, and contiguous with, the Wudinna Project - ground
considered highly prospective for gold and rare earth
mineralisation
Greg Hancock, Chairman of Cobra, commented:
"Despite ongoing challenges associated with the COVID-19
pandemic, the Company has delivered a significant field programme
that has achieved outstanding exploration success. This success
places Cobra in the enviable position of defining an exclusive dual
commodity approach as we work towards updating the defined gold
mineral resource and providing a maiden rare earth resource
estimation. I thank my fellow directors for their contribution
throughout the year, Rupert Verco, our CEO, for his commitment, and
our shareholders for their continued support. We look forward to
the period of significant activity in front of us."
Enquiries:
Cobra Resources plc via Vigo Consulting
Rupert Verco (Australia) +44 (0)20 7390 0234
Dan Maling (UK)
SI Capital Limited (Joint Broker)
Nick Emerson
Sam Lomanto +44 (0)1483 413 500
Peterhouse Capital Limited (Joint
Broker)
Duncan Vasey
Lucy Williams +44 (0)20 7469 0932
Vigo Consulting (Financial Public
Relations)
Ben Simons
Charlie Neish
Kendall Hill +44 (0)20 7390 0234
The person who arranged for the release of this announcement was
Rupert Verco, CEO of the Company.
About Cobra
Cobra's Wudinna Project is located in the Gawler Craton which is
home to some of the largest IOCG discoveries in Australia including
Olympic Dam , as well as Prominent Hill and Carrapateena . Cobra's
Wudinna tenements contain extensive orogenic gold mineralisation
and are characterised by potentially open-pitable, high-grade gold
intersections, with ready access to nearby infrastructure. Recent
drilling has discovered Rare Earth Mineralisation proximal to and
above gold mineralisation. The grades, style of mineralogy and
intercept widths are highly desirable. In addition, Cobra has over
22 orogenic gold prospects, with grades of between 16 g/t up to
37.4 g/t gold outside of the current 211,000 oz JORC Mineral
Resource Estimate, as well as one copper-gold prospect, and five
IOCG targets.
For more information, visit www.cobraplc.com and follow us on
LinkedIn and Twitter .
Chairman's Statement
INTRODUCTION
It is with great pleasure that I report on a year of
considerable advancement for Cobra Resources - a year during which
we discovered rare earth mineralisation proximal to and above gold
mineralisation on our Wudinna Project, with highly desirable
grades, mineralogy and intersect widths.
During the year, we took the strategic decision to relocate our
technical offices from Perth in Western Australia to Adelaide in
South Australia to further advance the Company's primary
exploration project.
In the midst of another year of unprecedented global challenges,
including the continued disruption caused by the COVID-19 pandemic,
the team has executed a significant and safe field exploration
programme consisting of low- cost regional pathfinder drilling,
detailed ground geophysics and culminating in a Reverse Circulation
(RC) drilling programme at the Clarke prospect. This programme has
not only defined further gold mineralisation outside of existing
gold resources but identified clay hosted rare earth mineralisation
that is spatially complementary to gold mineralisation.
The rare earth discovery comes at a time of critical necessity
for global decarbonisation. China produces approximately 90% of the
world's rare earth metals and Europe depends on China for 98% of
its rare earth magnet supply. Cobra is poised to expand on this
discovery and grow a unique and complementary resource base,
compelling in its potential to deliver sustainable and economically
critical minerals and precious metals from a jurisdiction that has
a first rate record of ethical and environmental mineral
production.
BACKGROUND
Cobra Resources began life as a publicly listed company with the
aim of finding suitable precious, base or other energy metals and
minerals projects in Australia or Africa. During 2019, the Board
identified several potentially suitable projects, which were
reviewed in detail to evaluate their strengths, growth potential
and long-term value to shareholders.
The Wudinna Project has been the Company's primary focus since
acquiring earn-in rights to the project in 2019 through the
negotiation of the "Wudinna Heads of Agreement". The primary
objective of the Company's exploration focus to date has been to
add to the existing 211,000oz JORC Mineral Resource Estimate. The
articulated strategy to achieve this has been through refining
resource extension opportunities, and defining near-resource
targets through low-cost, high-value geochemical domaining of
elemental signatures reflective of existing gold
mineralisation.
The 2021 field work proved highly successful, with the Company's
staged approach to further progress its pipeline of high-value
targets culminating in the November Reverse Circulation (RC)
programme that continued the Group's success of defining gold
mineralisation outside of the existing mineral resource at the
Clarke prospect.
Further defined gold mineralisation outside of the existing
mineral resource at the Clarke prospect, including:
CBRC0043: 96m at 0.55 g/t gold from 30m, including 20m at 1.5
g/t gold
CBRC0050: 33m at 1.03 g/t gold from 65m, including 9m at 2.09
g/t gold
CBRC0042: 19m at 0.79 g/t gold from 83m, including 5m at 2.62
g/t gold
These results demonstrate the considerable potential that the
Clarke prospect has to contribute to the existing mineral resource
estimate. Furthermore, the programme made the unique discovery of
Rare Earth Element (REE) clay hosted mineralisation directly above
the intercepted gold mineralisation. The rare earth results are
exceptionally encouraging with grades and intersection widths
comparable to highly valued Ion-Adsorption Clay (IAC) projects.
The occurrence of Rare Earth Oxides (REOs) directly above gold
mineralisation is truly unique and provides a compelling growth
opportunity for the Company to diversify its mineral resources.
These results demonstrated the strength of Cobra's approach and
the potential of the Wudinna Project, providing the Company
confidence to drive further shareholder value through continued
exploration success and increasing ownership of the project by
achieving Stages 1 and 2 and working towards Stage 3 of the
"Wudinna Heads of Agreement," taking our project equity to 75%.
The Company has established a team with the core competencies
required to deliver on its strategic objectives. During the course
of 2021, the Company sought to strengthen its technical competency
through two key new appointments:
-- Rupert Verco - Chief Executive Officer. Rupert has extensive
geological, operational and consulting experience in developing and
mining gold assets within the Gawler Craton.
-- Robert Blythman - Exploration Manager. Robert has extensive
experience in gold exploration, resource development and
mining.
OPERATIONAL REVIEW
On the back of the Company's maiden 2020 RC campaign, which
demonstrated the potential build on existing gold resources, Cobra
focused on:
1. Validating geological interpretations and identifying near resource growth potential;
2. Improving the resolution and understanding of priority
structures through low-cost geochemical drilling;
3. Refining and validating exploration models for IOCG targets
through geochemical testing and detailed ground gravity surveys;
and
4. Expanding the mineralisation footprint of intersected
mineralisation and anomalous pathfinder chemistry at the Clarke
prospect.
Operational metrics are summarised below:
Calcrete infill sampling multi-element analysis of Barns and
White Tank resources:
-- Successfully obtained 99 samples at Barns deposit, confirming
the orientation of mineralisation
-- Executed drilling of 39 holes at White Tank, also confirming orientation of mineralisation
Saprolite Rotary Air Blast (RAB) drilling:
-- Drilling of 185 holes (for 2,548m) at Clarke via RAB
drilling, confirming the orientation and continuity of
mineralisation
-- Drilling of 252 holes (for 1,299m) at Baggy Green via
sonic/RAB drilling, confirming current geological interpretations
at Baggy Green North and South
-- Drilling of 130 holes (for 1,963m) at Benaud via aircore, to define priority RC drill targets
-- Drilling of 192 holes (for 302.5m) at Barns via aircore, to
test east-west calcrete anomaly and define resource extensions
-- Drilling of 51 holes (for 453m) at Laker via aircore, to test
for granitoid margins, define RC targets and test for anomolus
copper
-- Drilling of 67 holes (for 766.5m) at IOCGs 1-3 via aircore,
to test baseline IOCG geochemistry
In total, 875 drill holes for 7,335m were drilled across eight
priority targets where the chemistry of pathfinder elements enabled
refinement and prioritisation of RC drilling targets. The results
demonstrated at Clarke are attributable to this low-cost
exploration technique as follow-up RC drilling in November 2021
focused on testing the anomalous pathfinder trends north of
existing mineralisation.
Detailed Ground Gravity Survey
In October, the Company engaged DaishSat Geosurveys to carry out
a detailed ground gravity survey aimed at testing three discrete
magnetic anomalies that occur proximal to a large Hiltaba Suite
granitic intrusion. 276 stations at 250m spacings yielded
encouraging results refining the targets summarised below:
IOCG Target 1: High intensity, bulls-eye gravity anomaly,
proximal to but not directly associated with a coincident magnetic
anomaly. The survey defined a high density contrast (0.69g/cc)
supportive of an iron-rich, IOCG gravity signature.
IOCG Target 2: Near coincident gravity anomaly to a highly
anomalous magnetic feature (0.22 SI). This anomaly is supported by
elevated copper and pathfinder chemistry defined in the saprolite
drilling programme.
IOCG Target 3: Moderate gravity anomaly (0.3g/cc density
contrast) not directly associated to a magnetic feature located
directly south.
The modelled depth to all targets are shallow for IOCG targets
and present as compelling, high-value targets that will contribute
to future exploration activities.
RC Drilling at the Clarke Prospect
A total of 14 Reverse Circulation drillholes totalling 2,144m
were drilled at the Clarke prospect in November. The results
intersected gold mineralisation northwest of previous intersections
and defined the potential for further mineralisation to the north.
Additional to the significant gold intersections, this programme
confirmed the occurrence of REEs within the kaolinised clay portion
of the saprolite above gold mineralisation, where:
-- All 14 drillholes intersected REE's with the average
intersection Total Rare Earth Oxides (TREO) being 597 ppm and the
average intersection true width being 18.7m
-- High-grade intervals exist within the intercepts, where
drillhole CBRC0044 intercepted a true width of 9.4m at 1,030 ppm
TREO, CBRC0043 intercepted a true width of 4.7m at 1,160 ppm TREO
and CBRC0054 intercepted 6m at 1,446 ppm TREO
-- The highest 1m intercept grade was 9,024 ppm TREO in CBRC0048
-- Intercepts are enriched in high-value rare earths where
neodymium/ praseodymium equate to 21.5% of the TREO and dysprosium
equates to 2.2%
The rare earths discovery is an exciting addition that
complements the Company's growth strategy. High-value minerals such
as rare earths are critical to global de-carbonisation and the
green energy transition and expose the Company to multiple
high-value commodities.
The 2021 exploration activity saw the Stages 1 and 2 earn-in of
the "Wudinna Heads of Agreement" being achieved in October,
resulting in the Company owning 65% of the Wudinna Project.
ISSUES OF SHARES DURING THE PERIOD
On 11 January 2021, the Company issued a total of 32,383,152 new
Ordinary shares pursuant to completion of Stage 1 earn-in of the
Wudinna Gold Project, with 31,049,819 shares at 2.4 pence per share
being issued in accordance with the acquisition agreement to the
vendors of Lady Alice Trust and Lady Alice Mines Pty Ltd, and
1,333,333 shares at 1.5 pence per share issued to the Company's CEO
in accordance with the terms of his service agreement.
On 28 January 2021, the Company issued 1,934,800 new Ordinary
shares pursuant to the exercise of warrants, with 934,800 shares at
a price of 3 pence per share and 1,000,000 shares at a price of 2
pence per share.
On 18 and 19 February 2021, the Company issued 2,333,334 new
Ordinary shares and 1,666,667 new Ordinary shares respectively, at
2 pence per share, pursuant to the exercise of warrants.
On 29 April 2021, the Company issued a total of 7,110,053 new
Ordinary shares, with 5,664,340 shares being issued at 1 pence per
share to the vendors of Lady Alice Trust and Lady Alice Mines Pty
Ltd in accordance with the acquisition agreement for the Wudinna
Gold Project, and 1,445,713 shares at 2.3 pence per share to a
drilling contractor in settlement of a contractual agreement in
respect of the provision of services.
On 11 November 2021, the Company issued a total of 31,725,919
new Ordinary shares at 1 pence per share to the vendors of Lady
Alice Trust and Lady Alice Mines Pty Ltd in accordance with the
acquisition agreement for the Wudinna Gold Project and relating to
the completion of Stage 2 of the agreement. A further 2,572,372
remain to be issued pursuant to the Stage 2 milestone.
POST PERIOD EVENTS
On 16 February 2022, the Company issued a total of 63,000,000
new Ordinary shares when the Company exercised its available
headroom to raise capital through a private placement. The shares
were issued at a discounted price of 1.5 pence per share to raise
GBP945,000 in order to fund 2022 exploration activities and provide
sustaining capital. This will see the Company achieve Stage 3 of
the Wudinna Agreement.
COVID-19
The outbreak of the global COVID-19 virus has resulted in
business disruption and stock market volatility. The extent of the
effect of the virus, including its long-term impact, remains
uncertain. Cobra has implemented extensive business continuity
procedures and contingency arrangements to ensure that it is able
to continue to operate.
CONCLUSION
Despite ongoing challenges associated with the COVID-19
pandemic, the Company has delivered a significant field programme
that has achieved outstanding exploration success. This success
places Cobra in the enviable position of defining an exclusive dual
commodity approach as we work towards updating the defined gold
mineral resource and providing a maiden REE resource estimation. I
thank my fellow directors for their contribution throughout the
year, Rupert Verco, our CEO, for his commitment, and our
shareholders for their continued support. We look forward to the
period of significant activity in front of us.
Greg Hancock
Chairman
30 May 2022
CONSOLIDATED INCOME STATEMENT
FOR THE YEARED 31 DECEMBER 2021
Notes 31 December 31 December
2021 2020
GBP GBP
Other Income - 50,280
Other Expenses 2 (567,213) (855,929)
Operating loss (567,213) (805,649)
Finance income and costs 3 (1,110,298) (39,755)
----------- -----------
(1,677,511) (845,404)
Change in estimate of contingent
consideration 14 - (161,346)
Loss before tax (1,677,511) (1,006,750)
Taxation 6 - -
Loss for the year attributable to equity holders (1,677,511) (1,006,750)
=========== ===========
Earnings per Ordinary share
Basic and diluted loss per share (GBP0.0073) (GBP0.0054)
attributable to owners of the Parent
Company 7
=========== ===========
All operations are considered to be continuing.
The accompanying notes are an integral part of these financial
statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 DECEMBER 2021
31 December 31 December
2021 2020
GBP GBP
Loss for the year (1,677,511) (1,006,750)
Other Comprehensive income
Items that may subsequently be reclassified
to profit or loss:
* Exchange differences on translation of foreign
operations (81,246) 66,916
Total comprehensive loss attributable
to equity holders of the Parent Company (1,758,757) (939,834)
=========== ===========
The accompanying notes are an integral
part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2021
Notes
2021 2020
GBP GBP
Non-current assets
Intangible Fixed Assets 9 2,012,405 1,495,519
Property, plant and equipment 10 1,680 2,400
Total non-current assets 2,014,085 1,497,919
----------- -----------
Current assets
Trade and other receivables 11 36,891 69,408
Cash and cash equivalents 12 264,480 1,338,851
----------- -----------
Total current assets 301,371 1,408,259
----------- -----------
Non-current liabilities
Contingent consideration 14 - (322,691)
----------- -----------
Current liabilities
Trade and other payables 13 (50,336) (169,314)
Contingent consideration 14 (187,500) (188,721)
Total current liabilities (237,836) (358,035)
----------- -----------
Net assets/(liabilities) 2,077,620 2,225,452
=========== ===========
Capital and reserves
Share capital 15 3,601,104 2,829,566
Share premium account 1,378,561 564,173
Share based payment reserve 962,201 1,006,239
Retained losses (3,848,456) (2,239,982)
Foreign currency reserve (15,790) 65,456
----------- -----------
Total equity 2,077,620 2,225,452
=========== ===========
The accompanying notes are an integral part of these financial
statements.
These financial statements were approved and authorised for
issue by the Board of Directors on 30 May 2022.
Signed on behalf of the Board of Directors
Greg Hancock, Non-Executive Chairman, Company No. 11170056
COMPANY STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2021
Notes
2021 2020
GBP GBP
Non-current assets
Investment in subsidiary 8 432,260 432,260
Property, plant and equipment 10 1,680 2,400
Intangible Fixed Assets 9 33,251 33,251
Total non-current assets 467,190 467,911
----------- -----------
Current assets
Trade and other receivables 11 2,009,103 1,636,477
Cash and cash equivalents 12 200,088 834,164
----------- -----------
Total current assets 2,209,191 2,470,641
----------- -----------
Non-current liabilities
Contingent consideration 14 - (322,691)
----------- -----------
Total Non-current liabilities - (322,691)
----------- -----------
Current liabilities
Trade and other payables 13 (31,960) (95,636)
Contingent consideration 14 (187,500) (188,721)
Total current liabilities (219,460) (284,357)
----------- -----------
Net assets/(liabilities) 2,456,921 2,331,503
=========== ===========
Capital and reserves
Share capital 15 3,601,104 2,829,566
Share premium account 1,378,561 564,173
Share based payment reserve 962,201 1,006,239
Retained losses (3,484,945) (2,068,475)
Equity shareholders' funds 2,456,921 2,331,503
=========== ===========
The Company has taken advantage of the exemption allowed under
section 408 of the Companies Act 2006 and has not included its own
income statement and statement of comprehensive income in these
financial statements. The Company's loss for the period amounted to
GBP1,485,507 (2020: GBP878,753 loss).
The accompanying notes are an integral part of these financial
statements.
These financial statements were approved and authorised for
issue by the Board of Directors on 30 May 2022.
Signed on behalf of the Board of Directors
Greg Hancock, Non-Executive Chairman, Company No. 11170056
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2021
Share Share Share based Retained Foreign Total
capital premium payment losses currency
reserve reserve
GBP GBP GBP GBP GBP GBP
As at 1 January 2020 672,335 160,992 69,038 (1,242,232) (1,461) (341,328)
Loss for the year - - - (1,006,750) - (1,006,750)
Translation differences - - - - 66,917 66,917
--------- ----------- ----------- ----------- -------- ------------
Comprehensive loss
for the year - - - (1,006,750) 66,917 (939,833)
Shares issued 2,157,231 1,537,142 - - - 3,694,373
Share based payment
expired - - (3,833) 3,833 - -
Exercise of options
& warrants - - (17,967) 5,167 - (12,800)
Cost of share issue - (1,133,961) - - - (1,133,961)
Share warrant charge - - 947,000 - - 947,000
Share option charge - - 12,000 - - 12,000
--------- ----------- ----------- ----------- -------- ------------
At 31 December 2020 2,829,566 564,173 1,006,238 (2,239,982) 65,456 2,225,451
Loss for the year - - - (1,677,511) - (1,677,511)
Translation differences - - - - (81,246) (81,246)
--------- ----------- ----------- ----------- -------- ------------
Comprehensive loss
for the year - - - (1,677,511) (81,246) (1,758,757)
Shares issued 771,538 814,388 - - - 1,585,926
Lapsed warrants - - (69,037) 69,037 - -
Share option charge - - 25,000 - - 25,000
At 31 December 2021 3,601,104 1,378,561 962,201 (3,848,456) (15,790) 2,077,620
--------- ----------- ----------- ----------- -------- ------------
The following describes the nature and purpose of each reserve
within equity:
Share capital: Nominal value of shares issued
Share premium: Amount subscribed for share capital in excess of
nominal value, less share issue costs
Share based payment reserve: Cumulative fair value of warrants
and options granted
Retained losses: Cumulative net gains and losses, recognised in
the statement of comprehensive income
Foreign currency reserve: Gains/losses arising on translation of
foreign controlled entities into pounds
sterling.
The accompanying notes are an integral part of these financial
statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2021
Share Share Share based Retained Total
capital premium payment losses
reserve
GBP GBP GBP GBP GBP
At 1 January 2020 672,335 160,992 69,038 (1,211,522) (309,157)
Loss for the year - - - (878,753) (878,753)
Comprehensive loss
for the year - - - (878,753) (878,753)
Shares issued 2,157,231 1,537,142 - - 3,694,373
Share based payment
expired - - (3,833) 3,833 -
Exercise of options
& warrants - - (17,967) 17,967 -
Cost of share issue - (1,133,961) - - (1,133,961)
Share warrant charge - - 947,000 - 947,000
Share option charge - - 12,000 - 12,000
--------- ----------- ----------------- ----------- -----------
At 31 December 2020 2,829,566 564,173 1,006,238 (2,068,475) 2,331,502
Loss for the year - - - (1,485,507) (1,485,507)
Comprehensive loss
for the year - - - (1,485,507) (1,485,507)
Shares issued 771,538 814,388 - - 1,585,926
Lapsed warrants - - (69,037) 69,037 -
Cost of share issue - - - - -
Share warrant charge - - - - -
Share option charge - - 25,000 - 25,000
At 31 December 2021 3,601,104 1,378,561 962,201 (3,484,945) 2,456,921
--------- ----------- ----------------- ----------- -----------
The following describes the nature and purpose of each reserve
within equity:
Share capital: Nominal value of shares issued
Share premium: Amount subscribed for share capital in excess of
nominal value, less share issue costs
Share based payment reserve: Cumulative fair value of warrants
and options granted
Retained losses: Cumulative net gains and losses, recognised in
the statement of comprehensive income
The accompanying notes are an integral part of these financial
statements.
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEARED 31 DECEMBER 2021
Notes 31 December 31 December
2021 2020
GBP GBP
Cash flows from operating
activities
Loss before tax (1,677,511) (1,006,750)
Equity settled share based
payments 45,000 265,189
Loss on derecognition of
financial liability 1,077,607 -
Depreciation 10 719 1,028
Foreign exchange (78,137) 66,916
Change in estimate of contingent
consideration 14 - 161,346
Increase / (decrease) in
trade and other receivables 11 32,517 (31,975)
(Decrease) in trade and other
payables 13 (118,978) (482,725)
Shares issued in lieu of
cash 33,251 -
Net cash used in operating
activities (685,532) (1,026,971)
----------- -----------
Cash flows from investing
activities
Payments for exploration
and evaluation activities 9 (516,886) (883,277)
Net cash used in investing
activities (516,886) (883,277)
----------- -----------
Cash flows from financing
activities
Proceeds from the issue of
shares 128,044 3,428,384
Cost of shares issued - (186,961)
Net cash generated from
financing activities 128,044 3,241,423
----------- -----------
Net (decrease) / increase
in cash and cash equivalents (1,074,371) 1,331,176
Cash and cash equivalents
at beginning of year 1,338,851 7,675
Cash and cash equivalents
at end of year 12 264,480 1,338,851
=========== ===========
-- During the year, Shares worth GBP33,251 were issued to Suppliers in Lieu of cash.
The accompanying notes are an integral part of these financial
statements
COMPANY CASH FLOW STATEMENT
FOR THE YEARED 31 DECEMBER 2021
Notes 31 December 31 December
2021 2020
GBP GBP
Cash flows from operating
activities
Loss before tax (1,485,505) (878,753)
Equity settled share based
payments 45,000 265,189
Loss on derecognition of
financial liability 1,077,607
Depreciation 10 719 1,028
Foreign exchange loss/gain 3,110 12,801
Change in estimate of contingent
consideration 14 - 161,346
(Increase) in trade and
other receivables 11 (9,897) (1,394,958)
(Decrease) in trade and
other payables 13 (63,676) (542,410)
Shares issued in lieu of
cash 33,251 -
Net cash used in operating
activities (399,391) (2,375,757)
----------- -----------
Cash flows from investing
activities
Payments for Intangible
fixed assets - (33,251)
Loan to Subsidiary 11 (362,729) -
Net cash used in investing
activities (362,729) (33,251)
----------- -----------
Cash flows from financing
activities
Proceeds from the issue
of shares 128,044 3,428,384
Cost of shares issued - (186,961)
Net cash (used in)/generated
from financing activities 128,044 3,241,423
----------- -----------
Net (decrease) / increase
in cash and cash equivalents (634,076) 832,415
Cash and cash equivalents
at beginning of year 834,164 1,749
Cash and cash equivalents
at end of year 12 200,088 834,164
=========== ===========
-- During the year, Shares worth GBP33,251 were issued to Suppliers in Lieu of cash.
NOTES TO THE FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES AND BASIS OF PREPARATION
General information
The Company is a public company limited by shares which is
incorporated in England. The registered office of the Company is
9(th) Floor, 107 Cheapside, London, EC2V 6DN, United Kingdom. The
registered number of the Company is 11170056.
The principal activity of the Group is to objective is to
explore, develop and mine precious and base metal projects .
Summary of significant accounting policies
The principal accounting policies applied in the preparation of
these Financial Statements are set out below ('Accounting Policies'
or 'Policies'). These Policies have been consistently applied to
all the periods presented, unless otherwise stated.
Accounting policies
Basis of preparation of Financial Statements
The Group and Company Financial Statements have been prepared in
accordance with UK-adopted international accounting standards. The
Group financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) and IFRS
Interpretations Committee (IFRS IC) interpretations as adopted by
the United Kingdom applicable to companies under IFRS. The Group
and Company Financial Statements have also been prepared under the
historical cost convention, except as modified for assets and
liabilities recognised at fair value on an asset acquisition.
The Financial Statements are presented in pounds sterling, which
is the functional currency of the Parent Company. The functional
currency of Lady Alice Mines Pty Ltd is Australian Dollars.
The preparation of the Financial Statements in conformity with
IFRS requires the use of certain critical accounting estimates. It
also requires the Board 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 Financial
Statements are disclosed in Note 1.
Changes in accounting policies
i) New and amended standards adopted by the Group and Company
The International Accounting Standards Board (IASB) issued
various amendments and revisions to International Financial
Reporting Standards and IFRIC interpretations. The amendments and
revisions were applicable for the period ended 31 December 2021 but
did not result in any material changes to the financial statements
of the Group or Company.
Of the other IFRS and IFRIC amendments, none are expected to
have a material effect on the future Group or Company Financial
Statements.
ii) New standards, amendments and interpretations that are not
yet effective and have not been early adopted are as follows:
Standard Impact on initial application Effective
date
--------------------- ----------------------------------------- ----------
IFRS 16 (Amendments) Property, plant and equipment 1 January
2022
IAS 1 (Amendments) Classification of Liabilities as Current 1 January
or Non-Current 2022
Annual Improvements 2018 - 2020 Cycle 1 January
2022
IAS 37 (Amendments) Provisions, contingent liabilities 1 January
and contingent assets 2022
IAS 8 (Amendments) Accounting estimates 1 January
2022
None are expected to have a material effect on the Group or
Company Financial Statements.
Going concern
The Financial Statements have been prepared on a going concern
basis. In assessing whether the going concern assumption is
appropriate, the Directors have taken into account all relevant
available information about the current and future position of the
Group and Company, including the current level of resources and the
required level of spending on exploration and evaluation
activities. As part of their assessment, the Directors have also
taken into account the ability to raise additional funding whilst
maintaining sufficient cash resources to meet all commitments.
The Group meets its working capital requirements from its cash
and cash equivalents. The Company is pre-revenue, and to date the
Company has raised finance for its activities through the issue of
equity and debt.
The Group has GBP264,480 of cash and cash equivalents at 31
December 2021, and post year end raised GBP945,000 before costs
through the issue of new Ordinary shares. The Group's and Company's
ability to meet operational objectives and general overheads is
reliant on raising further capital in the near future.
The Directors are confident that further funds can be raised and
it is appropriate to prepare the financial statements on a going
concern basis, however there can be no certainty that any fundraise
will complete. These conditions indicate existence of a material
uncertainty related to events or conditions that may cast
significant doubt about the Group's and Company's ability to
continue as a going concern, and, therefore, that it may be unable
to realise its assets and discharge its liabilities in the normal
course of business. These financial statements do not include the
adjustments that would be required if the Group and Company could
not continue as a going concern.
Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Parent Company and companies controlled by the
Parent Company, the Subsidiary Companies, drawn up to 31 December
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, and is exposed to, or has
rights to, variable returns from its involvement in the subsidiary.
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.
The Group applies the acquisition method of accounting to
account for business combinations. The consideration transferred
for the acquisition of a subsidiary is the fair values of the
assets transferred, the liabilities incurred to the former owners
of the acquiree and the equity interests issued by the Group. The
consideration transferred includes the fair value of any asset or
liability resulting from a contingent consideration arrangement.
Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred unless they
result from the issuance of shares, in which case they are offset
against the premium on those shares within equity.
Any contingent consideration to be transferred by the Group is
recognised at fair value at the acquisition date. Subsequent
changes to the fair value of the contingent consideration that is
deemed to be an asset or liability is recognised either in profit
or loss or as a change to other comprehensive income. Contingent
consideration that is classified as equity is not re-measured, and
its subsequent settlement is accounted for within equity.
Investments in subsidiaries are accounted for at cost less
impairment.
Segmental reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Board of Directors that makes
strategic decisions.
The Group's operations are located Australia with the head
office located in the United Kingdom. The main tangible assets of
the Group, cash and cash equivalents, are held in the United
Kingdom and Australia. The Board ensures that adequate amounts are
transferred internally to allow all companies to carry out their
operational on a timely basis.
The Directors are of the opinion that the Group is engaged in a
single segment of business being the exploration of gold in
Australia. The Group currently has two geographical reportable
segments - United Kingdom and Australia.
Foreign currencies
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 the 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.
Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated
depreciation and any accumulated impairment losses. Depreciation is
provided on all property, plant and equipment to write off the cost
less estimated residual value of each asset over its expected
useful economic life on a straight-line basis at the following
annual rates: Office Equipment: 33.33% per annum
The assets' residual values and useful lives are reviewed, and
adjusted if appropriate, at the end of each reporting period. An
asset's carrying amount is written down immediately to its
recoverable amount if the asset's carrying amount is greater than
its estimated recoverable amount. Gains and losses on disposal are
determined by comparing the proceeds with the carrying amount and
are recognised within 'Other (losses)/gains' in the Statement of
Comprehensive Income.
Impairment of tangible fixed assets
A review for indicators of impairment is carried out at each
reporting date, with the recoverable amount being estimated where
such indicators exist. Where the carrying value exceeds the
recoverable amount, the asset is impaired accordingly. Prior
impairments are also reviewed for possible reversal at each
reporting date.
For the purposes of impairment testing, when it is not possible
to estimate the recoverable amount of an individual asset, an
estimate is made of the recoverable amount of the cash-generating
unit to which the asset belongs. The cash-generating unit is the
smallest identifiable group of assets that includes the asset and
generates cash inflows that largely independent of the cash inflows
from other assets or groups of assets.
Intangible assets
Exploration and evaluation assets
Exploration and evaluation assets comprises all costs which are
directly attributable to the exploration of a project area. The
Group recognises expenditure as exploration and evaluation assets
when it determines that those assets will be successful in finding
specific mineral resources. Expenditure included in the initial
measurement of exploration and evaluation assets and which are
classified as intangible assets relate to the acquisition of rights
to explore, topographical, geological, geochemical and geophysical
studies, exploratory drilling, trenching, sampling and activities
to evaluate the technical feasibility and commercial viability of
extracting a mineral resource. Capitalisation of pre-production
expenditure ceases when the mining property is capable of
commercial production.
Exploration and evaluation assets recorded at fair-value on
acquisition
Exploration assets which are acquired are recognised at fair
value. When an acquisition of an entity whose only significant
assets are its exploration asset and/or rights to explore, the
Directors consider that the fair value of the exploration assets is
equal to the consideration. Any excess of the consideration over
the capitalised exploration asset is attributed to the fair value
of the exploration asset.
Impairment of intangible assets
Intangible assets that have an indefinite useful life are not
subject to amortisation and are tested annually for impairment, or
more frequently if events or changes in circumstances indicate that
they might be impaired. Other assets are tested for impairment
whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is
recognised in profit or loss for the amount by which the asset's
carrying amount exceeds its recoverable amount. The recoverable
amount is the higher of an asset's fair value less costs of
disposal and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of
assets (cash-generating units). Early stage exploration projects
are assessed for impairment using the methods specified in IFRS
6.
Financial Assets
Loans and Receivables
(a) Classification and receivables are non-derivative financial
assets with fixed or determinable payments that are not quoted in
an instrument level.
The Group's and Company's business model for managing financial
assets refers to how it manages its financial assets in order to
generate cash flows. The business model determines whether cash
flows will result from collecting contractual cash flows, selling
the financial assets, or both.
Subsequent measurement
For purposes of subsequent measurement, financial assets are
classified in four categories:
-- financial assets at amortised cost (debt instruments);
-- financial assets at fair value through OCI with recycling of
cumulative gains and losses (debt instruments);
-- financial assets designated at fair value through OCI with no
recycling of cumulative gains and losses upon derecognition (equity
instruments); and
-- financial assets at fair value through profit or loss.
Financial assets at amortised cost (debt instruments)
This category is the most relevant to the Group and Company. The
Group and Company measure financial assets at amortised cost if
both of the following conditions are met:
-- the financial asset is held within a business model with the
objective to hold financial assets in order to collect contractual
cash flows; and
-- the contractual terms of the financial asset give rise on
specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured
using the effective interest rate ("EIR") method and are subject to
impairment. Interest received is recognised as part of finance
income in the statement of profit or loss and other comprehensive
income. Gains and losses are recognised in profit or loss when the
asset is derecognised, modified or impaired. The Group's and
Company's financial assets at amortised cost include trade and
other receivables (not subject to provisional pricing) and cash and
cash equivalents.
Derecognition
A financial asset is primarily derecognised when:
-- the rights to receive cash flows from the asset have expired; or
-- the Group and Company have transferred their rights to
receive cash flows from the asset or has assumed an obligation to
pay the received cash flows in full without material delay to a
third party under a 'pass-through' arrangement; and either (a) the
Group and Company have transferred substantially all the risks and
rewards of the asset, or (b) the Group and Company have neither
transferred nor retained substantially all the risks and rewards of
the asset, but has transferred control of the asset.
Impairment of financial assets
The Group and Company recognise an allowance for expected credit
losses ("ECLs") for all debt instruments not held at fair value
through profit or loss. ECLs are based on the difference between
the contractual cash flows due in accordance with the contract and
all the cash flows that the Group and Company expect to receive,
discounted at an approximation of the original EIR. The expected
cash flows will include cash flows from the sale of collateral held
or other credit enhancements that are integral to the contractual
terms.
Financial liabilities
Financial liabilities are classified, at initial recognition, as
financial liabilities at fair value through profit or loss, loans
and borrowings, payables, or as derivatives designated as hedging
instruments in an effective hedge, as appropriate. All financial
liabilities are recognised initially at fair value and, in the case
of loans and borrowings and payables, net of directly attributable
transaction costs.
Subsequent measurement
After initial recognition, trade and other payables are
subsequently measured at amortised cost using the EIR method. Gains
and losses are recognised in the statement of profit or loss and
other comprehensive income when the liabilities are derecognised,
as well as through the EIR amortisation process.
Derecognition
A financial liability is derecognised when the associated
obligation is discharged or cancelled or expires.
Cash and cash equivalents
The Company considers any cash on short-term deposits and other
short-term investments to be cash and cash equivalents.
Share capital
The Company's Ordinary shares of nominal value GBP0.01 each
("Ordinary Shares") are recorded at such nominal value and proceeds
received in excess of the nominal value of Ordinary Shares issued,
if any, are accounted for as share premium. Both share capital and
share premium are classified as equity. Costs incurred directly to
the issue of Ordinary Shares are accounted for as a deduction from
share premium, otherwise they are charged to the income
statement.
Current and deferred income tax
Tax represents income tax and deferred tax. Income tax is based
on profit or loss for the year. Taxable profit or loss differs from
the loss for the year as reported in the Consolidated Statement of
Comprehensive Income because it excludes items of income or expense
that are taxable or deductible in other years and it further
excludes items of income or expense that are never taxable or
deductible. The liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the
Statement of Financial Position date.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the Historical Financial Information and the corresponding tax
bases used in the computation of taxable profit, and is accounted
for using the liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised.
Deferred tax assets and liabilities are offset where there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the intention is to settle
current tax assets and liabilities on a net basis.
Share based payments
The fair value of services received in exchange for the grant of
share warrants is recognised as an expense in share premium or
profit or loss, in accordance with the nature of the service
provided. A corresponding increase is recognised in equity.
Judgements and key sources of estimation uncertainty
The preparation of the Financial Statements in conformity with
IFRS requires the directors to make judgements, estimates and
assumptions that affect the amounts reported. These estimates and
judgements are continually reviewed and are based on experience and
other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Accounting estimates and assumptions are made concerning the
future and, by their nature, may not accurately reflect the related
actual outcome. Share options and warrants are measured at fair
value at the date of grant. The fair value is calculated using the
Black Scholes method for both options and warrants as the
management views the Black Scholes method as providing the most
reliable measure of valuation.
Contingent consideration, resulting from business combinations,
is valued at fair value at the acquisition date as part of the
business combination. The determination of fair value is based on
key assumptions involving estimation of the probability of meeting
each performance target and the timing thereof. As part of the
acquisition of Lady Alice Mines Pty Ltd, contingent consideration
with an estimated fair value of GBP296,536 was recognised at the
acquisition date. See note 17 for further details. The Group is
required to remeasure the contingent liability at fair value at
each reporting date with changes in fair value recognised in
accordance with IFRS 9. Therefore, as at 31 December 2021, the
contingent consideration reflects an estimated fair value of
GBP187,500.
2. EXPENSES BY NATURE
31 December 31 December
2021 2020
GBP GBP
Administrative expense 73,819 93,170
Corporate expense 191,230 488,450
Professional fees 960 2,833
Wages & Salaries expense 301,204 271,476
567,213 855,929
============= ===========
3. FINANCE COSTS
31 December 31 December
2021 2020
GBP GBP
Loss on settlement of settlement of financial
liability 1,077,607 -
Other finance costs 32,691 39,755
1,110,298 39,755
============= ===========
4. SEGMENT INFORMATION
The Group's prime business segment is mineral exploration.
The Group operates within two geographical segments, the United
Kingdom and Australia. The UK sector consists of the parent company
which provides administrative and management services to the
subsidiary undertaking based in Australia.
The following tables present expenditure and certain asset
information regarding the Group's geographical segments for the
years ended 31 December 2021 and 2020:
4. SEGMENT INFORMATION (continued)
Operational Results 31 December 31 December
2021 2020
GBP GBP
--------------------- ------------ ------------
Revenue - -
--------------------- ------------ ------------
Loss after taxation
- United Kingdom (1,485,507) (878,753)
- Australia (192,004) (127,997)
---------------------- ------------ ------------
Total (1,677,511) (1,006,750)
---------------------- ------------ ------------
2021 Australia United Kingdom Total
GBP GBP GBP
------------------- ---------- --------------- ----------
Non-current assets 1,797,043 1,680 1,798,723
Current assets 92,244 209,127 301,371
Total liabilities (18,376) (219,460) (237,836)
2020
Non-current assets 1,495,519 2,400 1,497,919
Current assets 574,953 833,306 1,408,259
Total liabilities (73,678) (607,048) (680,726)
5. DIRECTORS' EMOLUMENTS
There were no employees during the period apart from the
directors, who are the key management personnel. No directors had
benefits accruing under money purchase pension schemes.
Share
Year ended 31 December Remuneration Fees Bonus Based payment Total
2021 GBP GBP GBP GBP GBP
----------------------- ------------ ------- ----- --------------- -------
C Moulton 92,178 - - 20,000 112,178
G Hancock - 38,422 - 8,143 46,565
D Maling 24,000 227 - 8,714 32,941
D Clarke - 31,066 - 8,143 39,209
----------------------- ------------ ------- ----- --------------- -------
116,178 69,715 - 45,000 230,893
----------------------- ------------ ------- ----- --------------- -------
-- During the year GBP112,178 (2020: GBP179,727) was paid to
Craig Moulton in respect of Wages & Salaries and Share based
payments. The share based payments include GBP20,000 for 1,333,333
shares per his employment contract.
-- During the year GBP38,422 (2020: GBP22,167) was paid to
Hancock Corporate Investments Pty Ltd, a company in which Greg
Hancock is a Director, in respect of Directors fees and consultancy
services.
-- During the year GBP24,227 (2020: GBP13,584) was paid to Dan
Maling, in respect of Wages & Salaries and Directors fees.
-- During the year GBP31,066 (2020: GBP13,667) was paid to The
Springton Trust & Queens Road Mines, in which David Clarke is a
Trustee, in respect of Directors fees and consultancy services.
Share
Year ended 31 December Remuneration Fees Bonus Based payment Total
2020 GBP GBP GBP GBP GBP
----------------------- ------------ ------- ----- --------------- -------
C Moulton 128,539 - - 51,188 179,727
R Gerritsen - 6,121 - 12,000 18,121
G Hancock - 22,167 - - 22,167
D Maling 10,584 3,000 - - 13,584
D Clarke - 13,667 - - 13,667
----------------------- ------------ ------- ----- --------------- -------
139,123 44,955 - 63,188 247,266
----------------------- ------------ ------- ----- --------------- -------
-- During the year GBP179,727 (2019: GBP118,500) was paid to
Craig Moulton in respect of Wages & Salaries and Share based
payments. The share based payments include GBP21,188 for 2,118,750
shares in lieu of director fees and GBP30,000 for 2,000,000 shares
per his employment contract.
-- During the year GBP18,121 (2019: GBP160,300) was paid to RCA
Associates Ltd, a company of which Rolf Gerritsen is a director, in
respect of Directors fees, consultancy services & share based
payments. The share based payments include GBP12,000 for 1,200,000
shares in lieu of director fees.
-- During the year GBP22,167 (2019: GBP26,167) was paid to
Hancock Corporate Investments Pty Ltd, a company in which Greg
Hancock is a Director, in respect of Directors fees and consultancy
services.
-- During the year GBP13,584 (2019: GBPnil) was paid to Dan
Maling, in respect of Wages & Salaries and Directors fees.
-- During the year GBP13,667 (2019: GBPnil) was paid to The
Springton Trust, a trust in which David Clarke is a Trustee, in
respect of Directors fees and consultancy services.
6. INCOME TAXES
a) Analysis of tax in the period
31 December 31 December
2021 2020
GBP GBP
Current tax - -
Deferred taxation - -
- -
========= ============
b) Factors affecting tax charge or credit for the period
The tax assessed on the loss on ordinary activities for the
period differs from the standard rate of corporation tax in the UK
of 19% (2020: 19%) and Australia of 25% (2020: 26%). The
differences are explained below:
31 December 31 December
2021 2020
GBP GBP
Loss on ordinary activities before tax (1,677,511) (1,006,750)
=========== ===========
Loss multiplied by weighted average applicable
rate of tax (332,167) (234,069)
Effects of:
Expenses not deductible for tax 225,471 108,708
Losses carried forward not recognised as deferred
tax assets 106,696 125,361
- -
=========== ===========
The weighted average applicable tax rate of 19.8% (2020: 23.25%)
used is a combination of the standard rate of corporation tax rate
for entities in the United Kingdom of 19% (2020: 19%), and 25%
(2020: 26%)in Australia.
7. EARNINGS PER SHARE
Basic and diluted loss per share is calculated by dividing the
loss attributed to ordinary shareholders of GBP1,677,511 (2020:
GBP1,006,750 loss) by the weighted average number of shares of
360,110,510 (2020: 282,956,585) in issue during the year.
The basic and dilutive loss per share are the same as the effect
of the exercise of share warrants and options would be
anti-dilutive.
8. INVESTMENTS IN SUBSIDIARY UNDERTAKINGS
Investments Loans Total
Company GBP GBP GBP
At 1 January 2021 432,260 - 432,260
At 31 December 2021 432,260 - 432,260
----------- ----- -------
Investments in Group undertakings are stated at cost less
impairment. In 2019 the Company acquired 100% of the issued share
capital of Lady Alice Mines Pty Ltd and in turn, 100% of the units
in the Lady Alice Trust which is wholly owned by Lady Alice Mines
Pty Ltd.
At 31 December 2021 the Company held the following interests in
subsidiary undertakings, which are included in the consolidated
financial statements and are unlisted.
Proportion
Name of company Registered office address held Business
Level 2, 40 Kings Park
Road, West Perth, WA,
Lady Alice Mines Pty Ltd Australia 100% Mining
Level 2, 40 Kings Park
Road, West Perth, WA,
Lady Alice Mines Unit Trust(1) Australia 100% Mining
(1) Lady Alice Mines Unite Trust is a wholly owned entity of
Lady Alice Mines Pty Ltd.
9. INTANGIBLE FIXED ASSETS
Intangible assets comprise exploration and evaluation costs.
Exploration and evaluation assets are all internally generated
except for those acquired at fair value as part of a business
combination.
Total
Group GBP
At 1 January 2020 612,242
Additions 883,277
At 1 January 2021 1,495,519
Additions 516,886
At 31 December 2021 2,012,406
----------
Total
Company GBP
At 1 January 2020 -
Additions 33,251
At 1 January 2021 33,251
Additions -
At 31 December 2021 33,251
-------
9. INTANGIBLE FIXED ASSETS (continued)
The Directors undertook an assessment of the following areas and
circumstances that could indicate the existence of impairment:
-- The Group's right to explore in an area has expired, or will
expire in the near future without renewal;
-- No further exploration or evaluation is planned or budgeted
for;
-- A decision has been taken by the Board to discontinue
exploration and evaluation in an area due to the absence of a
commercial level of reserves; or
-- Sufficient data exists to indicate that the book value will
not be fully recovered from future development and production.
Following their assessment, the Directors concluded that no
impairment charge was necessary for the year ended 31 December
2021.
10. PROPERTY, PLANT AND EQUIPMENT - Group
and Company
Office Equipment Total
2021
Cost GBP GBP
At 31 December 2020 4,407 4,407
Additions during the year - -
At 31 December 2021 4,407 4,407
Depreciation
At 31 December 2020 (2,007) (2,007)
Charge for the year (720) (720)
At 31 December 2021 (2,727) (2,727)
Net book value
----------------- --------
At 31 December 2021 1,680 1,680
----------------- --------
Office Equipment Total
2020
Cost GBP GBP
At 31 December 2019 4,407 4,407
Additions during the year - -
At 31 December 2020 4,407 4,407
Depreciation
At 31 December 2019 (979) (979)
Charge for the year (1,028) (1,028)
At 31 December 2020 (2,007) (2,007)
Net book value
----------------- --------
At 31 December 2020 2,400 2,400
----------------- --------
11 . TRADE AND OTHER RECEIVABLES
Group Group Company Company
31 Dec 31 Dec 31 Dec 31 Dec
2021 2020 2021 2020
Current GBP GBP GBP GBP
Prepayments - - - -
Intercompany debtors - - 2,000,064 1,637,335
Goods & Services Tax 27,852 70,266 - -
Other debtors 9,039 (858) 9,039 (858)
------- ------- --------- -----------
36,891 69,408 2,009,103 1,636,477
======= ======= ========= ===========
The fair value of trade and other receivables approximates to
their book value. Other classes of financial assets included within
trade and other receivables do not contain impaired assets.
The carrying amounts of the Group and Company's trade and other
receivables are denominated in the following currencies:
Group Group Company
31 Dec 31 Dec Company 31 Dec
2021 2020 31 Dec 2021 2020
GBP GBP GBP GBP
UK pounds 9,039 (858) 2,009,103 1,636,477
Australian dollars 27,852 70,266 - -
----------- ----------- ------------- ---------
36,891 69,408 2,009,103 1,636,477
=========== =========== ============= =========
12. CASH AND CASH EQUIVALENTS
Group Group
31 Dec 31 Dec Company Company
2021 2020 31 Dec 2021 31 Dec 2020
GBP GBP GBP GBP
Cash at bank and in hand 264,480 1,338,851 200,088 834,164
264,480 1,338,851 200,088 834,164
======= ========= ============= =================
The fair value of cash at bank is the same as its carrying
value.
The carrying amounts of the Group and Company's cash and cash
equivalents are denominated in the following currencies:
Group Group Company
31 Dec 31 Dec Company 31 Dec
2021 2020 31 Dec 2021 2020
GBP GBP GBP GBP
UK pounds 200,088 834,164 200,088 834,164
Australian dollars 64,392 504,687 - -
------- --------- ------------- --------
264,480 1,338,851 200,088 834,164
======= ========= ============= ========
13. TRADE AND OTHER PAYABLES
Group Group Company
31 Dec 31 Dec Company 31 Dec
2021 2020 31 Dec 2021 2020
Current GBP GBP GBP GBP
Trade creditors 20,642 94,985 9,360 35,960
GST collected - 4,437 - -
Accruals and deferred income 22,600 59,676 22,600 59,676
Other payables 7,094 10,215 - -
------- ------- ------------- --------
50,336 169,314 31,960 95,636
======= ======= ============= ========
The fair value of trade and other payables approximates to their
book value.
The carrying amounts of the Group and Company's trade and other
payables are denominated in the following currencies:
Group Group Company
31 Dec 31 Dec Company 31 Dec
2021 2020 31 Dec 2021 2020
GBP GBP GBP GBP
UK pounds 31,960 95,636 31,960 95,636
Australian dollars 18,376 73,677 - -
----------- ---------- ------------- --------
50,336 169,314 31,960 95,636
=========== ========== ============= ========
14. CONTINGENT CONSIDERATION
2020 Total
Group and Company GBP
Amounts payable
under business
combination
At 31 December
2020 511,412
-------
Categorised as:
-------
Current liabilities 188,721
Non-current liabilities 322,691
-------
Refer to note 18 for further detail.
2021 Total
Group and Company GBP
Amounts payable under
business combination
At 31 December 2021 187,500
-------
Categorised as:
Current liabilities 187,500
-------
Non-current liabilities -
-------
During the year 2021, there has been a movement in the
Contingent Consideration of GBP323,912 arising from the issue of a
total of 68,440,078 ordinary shares issued to previous Lady Alice
Mines unit holders upon achievement of stages 1 and 2 earn-in in
the Wudinna Gold Project. The contingent consideration was
initially measured at the time of acquisition, and subsequently at
each reporting date the value of contingent consideration updated
based on a revision to the underlying assumptions used in
determining estimated value. The Contingent Consideration as at 31
December 2021 of GBP187,500, reflects the amount still
outstanding.
Movements for the year Total
GBP
At 31 December 2020 511,412
Additional consideration 1,077,607
Consideration paid during the year (1,401,519)
At 31 December 2021 187,500
------------
Refer to note 18 for further detail.
15. SHARE CAPITAL
Dec 2021 Dec 2021 Dec 2020 Dec 2020
Number Number
of shares GBP of shares GBP
Issued, called up and fully
paid
Ordinary shares of GBP0.01
As at the start of the year 282,956,585 2,829,566 67,233,532 672,335
----------- --------- ----------- ---------
Issued in the year 77,153,925 771,538 215,723,053 2,157,231
----------- --------- ----------- ---------
Total 360,110,510 3,601,104 282,956,585 2,829,566
=========== ========= =========== =========
On 11 January 2021, 31,049,819 Ordinary shares were issued to
former LAM owners at 2.4p each, and 1,333,333 Ordinary shares were
issued to CEO Craig Moulton at 1.5p each, upon reaching stage-1
earn-in at the Wudinna Gold Project.
On 28 January 2021, 934,000 Ordinary shares were issued at 3p
each, and 1,000,000 Ordinary shares issued at 2p each, pursuant to
the exercise of warrants.
On 18 February 2021, 2,333,334 Ordinary shares were issued at 2p
each pursuant to the exercise of warrants.
On 21 February 2021, 1,666,667 Ordinary shares were issued at 2p
each pursuant to the exercise of warrants.
On 14 April 2021, 1,445,713 Ordinary shares were issued at a
price of 2.3p each to a third party supplier for drilling services
undertaken.
On 14 April 2021, and 4 May 2021, a total of 5,664,340 Ordinary
shares were issued to former LAM owners at 1p each, in settlement
of 12 month payment obligations in accordance with the SPA for the
LAM Unit Trust.
On 5 May 2021,
On 11 November 2021, 31,725,919 Ordinary shares were issued to
former LAM owners at 1.9p each, upon reaching stage-2 earn-in at
the Wudinna Gold Project.
As at 31 December 2021 the Company had 67,543,461 warrants
outstanding (2020: 127,796,891).
Each Ordinary share is entitled to one vote in any
circumstances. Each Ordinary share is entitled pari passu to
dividend payments or any other distribution and to participate in a
distribution arising from a winding up of the Company.
16. SHARE BASED PAYMENTS
2021
Warrants
Weighted
average
Warrants exercise
Number price
Warrants at 31 December
2020 127,796,891 0.02p
Granted during year - -
Exercised during year (5,934,801) 0.02p
Lapsed during year (54,318,629) 0.02p
Warrants at 31 December
2021 67,543,461 0.03p
=============================== ==========
Exercisable at year
end 67,543,461 0.03p
=============================== ==========
At 31 December 2021 the weighted average remaining contractual
life of the warrants outstanding was 0.82 years.
2020
Warrants
Weighted
average
Warrants exercise
Number price
Warrants at 31 December
2019 63,351,916 0.02p
Granted during year 109,374,168 0.03p
Exercised during year (29,812,693) 0.02p
Lapsed during year (15,116,500) 0.02p
Warrants at 31 December
2020 127,796,891 0.02p
================================ ==========
Exercisable at year
end 127,796,891 0.02p
================================ ==========
At 31 December 2020 the weighted average remaining contractual
life of the warrants outstanding was 1.39 years.
2021
Options
Weighted
average
exercise
Options Number price
Options at 31 December
2020 15,672,336 0.033p
=============== ==========
Issued during the period - -
Exercised during the
year - -
Options at 31 December
2021 15,672,336 0.033p
=============== ==========
Exercisable at year
end 672,336 0.015p
=============== ==========
At 31 December 2021 the weighted average remaining contractual
life of the options outstanding was 3.43 years.
2020
Options
Weighted
average
exercise
Options Number price
Options at 31 December
2019 1,344,672 0.015p
=============== ==========
Issued during the period 15,000,000 0.033p
Exercised during the
year (672,336) 0.015p
Options at 31 December
2020 15,672,336 0.033p
=============== ==========
Exercisable at year
end 672,336 0.015p
=============== ==========
At 31 December 2020 the weighted average remaining contractual
life of the options outstanding was 4.43 years.
The fair value of equity settled share options and warrants
granted is estimated at the date of grant using a Black-Scholes
option pricing model, taking into account the terms and conditions
upon which the options were granted. The following table lists the
inputs to the model:
Options Warrants Warrants
--------------------- ---------------- -------------- --------------
Date of grant 14 July 2020 16 January 29 October
2020 2020
Expected volatility 94.59% 23.39% 108.75%
Expected life 5 2 2
Risk-free interest 0.10% 0.75% 0.10%
rate
Expected dividend 0.00% 0.00% 0.00%
yield
Fair value per
option/warrant
GBP0.008 GBP0.0003 GBP0.014
--------------------- ---------------- -------------- --------------
17. FINANCIAL INSTRUMENTS
Group Group Company Company
31 Dec 2021 31 Dec 2020 31 Dec 2021 31 Dec 2020
GBP GBP GBP GBP
Financial assets at amortised cost
Trade and other receivables excluding prepayments 36,891 69,408 2,009,103 1,636,477
Cash and cash equivalents 264,480 1,338,851 200,088 834,164
301,371 1,408,259 2,209,191 2,470,641
============ ============ ============ ============
Financial liabilities
Trade and other payables (at amortised cost) (27,736) (109,638) (9,360) (35,960)
Deferred consideration (at FVPL) (187,500) (511,412) (187,500) (511,412)
(215,236) (621,050) (196,860) (547,372)
============ ============ ============ ============
18. BUSINESS COMBINATION
Lady Alice Mines Pty Ltd
On 7 March 2019, the Company acquired 100% of the share capital
of Lady Alice Mines Pty Ltd ('LAM') and its wholly owned subsidiary
The Lady Alice Trust (the 'Trust'), for total consideration of
GBP432,260 which is to be satisfied via a mix of cash and share
consideration which is shown below. In addition, the Company agreed
to settle existing liabilities due to unitholders of the Trust of
up to A$250,000. The share based payment consideration was settled
on 16 January 2020 upon the successful re-admission to the London's
Stock Exchange Main Market. 10,815,297 shares were issued at a
close price of 1.25p.
The Trust has an entitlement to earn a 75% equity interest in
tenements near Wudinna in South Australia for gold exploration (the
'Wudinna Agreement'), and is also the sole owner of the right,
title and interest in the Prince Alfred Licence, a formerly
producing copper mine.
The principal terms of the Wudinna Agreement are as follows:
-- Stage 1: the Trust will fund A$2.1 million within three years to earn a 50% equity position
-- Stage 2: at the completion of Stage 1, a joint venture
vehicle can be formed, or alternatively the Trust can spend a
further A$1.65 million over an additional two years to earn a 65%
equity interest
-- Stage 3: at the completion of Stage 2, a joint venture
vehicle can be formed, or alternatively the Trust can spend a
further A$1.25 million within one year to earn a 75% equity
interest
The contingent consideration is due to the unitholders on
satisfying the following project milestones:
-- First Option - 14% of the total issued share capital on completion of Stage 1
-- Second Option - 21% of the total issued share capital on completion of Stage 2
-- Third Option - 30,000,000 ordinary shares on announcement of
a JORC-compliant Indicated Mineral Resource for the Wudinna Project
of not less than 750,000 ounces of gold
The Directors have calculated the consideration payable on a
probability basis of satisfying the project milestones in
accordance with IFRS 3 Business Combinations. The Directors have
also estimated the number of shares to be issued at each milestone
and the share price. This has been fixed at the number of
consideration shares issued at the time of the RTO and the share
price at that time. Management believe this is a best estimate.
19. RELATED PARTY TRANSACTIONS
Save as disclosed below there were no related party transactions
during the year other than remuneration to Directors disclosed in
note 5.
During the year, the Group paid GBP54,497 to Rupert Verco, Chief
Executive Officer of the Company Mr Verco was appointed as CEO with
effect from 12 July 2021.
During the year, the Group paid GBP3,407 in respect of rent to
AusQuest, a company in which Gregory Hancock is a Director.
As at 31 December 2021, included in the other receivables is
GBP2,000,064 due from Lady Alice Mines Pty Ltd, a subsidiary
company. The loan is interest free and repayable on demand.
20. FINANCIAL RISK MANAGEMENT
20.1 Financial risk factors
The Group's activities expose it to a variety of financial
risks: market risk, credit risk and liquidity risk. The Group's
overall risk management programme focuses on the unpredictability
of financial markets and seeks to minimise potential adverse
effects on the Group's financial performance.
Risk management is carried out by executive management.
a) Market risk
The Group is exposed to market risk, primarily relating to
foreign exchange and commodity prices. The Group does not hedge
against market risks as the exposure is not deemed sufficient to
enter into forward contracts. The Company has not sensitised the
figures for fluctuations in foreign exchange or commodity prices as
the Directors are of the opinion that these fluctuations would not
have a significant impact on the Financial Statements at the
present time. The Directors will continue to assess the effect of
movements in market risks on the Group's financial operations and
initiate suitable risk management measures where necessary.
b) Credit risk
Credit risk arises from cash and cash equivalents as well as
outstanding receivables. To manage this risk, the Group
periodically assesses the financial reliability of customers and
counterparties.
The amount of exposure to any individual counter party is
subject to a limit, which is assessed by the Board.
The Group considers the credit ratings of banks in which it
holds funds in order to reduce exposure to credit risk. The Company
will only keep its holdings of cash with institutions which have a
minimum credit rating of 'A'.
c) Liquidity risk
The Company's continued future operations depend on the ability
to raise sufficient working capital through the issue of equity
share capital or debt. The Directors are reasonably confident that
adequate funding will be forthcoming with which to finance
operations. Controls over expenditure are carefully managed.
The following table summarizes the Group's significant remaining
contractual maturities for financial liabilities at 31 December
2021.
Contractual maturity analysis as at 31 December 2021
Less than
12 1 - 5 Total
Months Year GBP
GBP GBP
------------------------- ----------- --------- ---------
Accounts payable 20,642 - 20,642
Accrued liabilities 22,600 - 22,600
43,242 - 43,242
------------------------- ----------- --------- ---------
20.2 Capital risk management
The Group's objectives when managing capital are to safeguard
the Group's ability to continue as a going concern, in order to
enable the Group to continue to explore, develop and mine precious
and base metal projects. In order to maintain or adjust the capital
structure, the Group may adjust the issue of shares or sell assets
to reduce debts.
The Group defines capital based on the total equity and reserves
of the Group. The Group monitors its level of cash resources
available against future planned operational activities and may
issue new shares in order to raise further funds from time to
time.
21. CAPITAL COMMITMENTS & CONTINGENT LIABILITIES
As at 31 December 2021 the Group had AU$95,000 of capital
commitments in relation to operating activities at the Wudinna Gold
Project.
There were no contingent liabilities as at 31 December 2021.
22. POST YEAR END EVENTS
On 16 February 2022, the Company completed a private share
placement issuing 63,000,000 Ordinary shares at a price of 1.5
pence each, raising GBP945,000 before costs.
On 13 April 2022, the Company announced that it had been granted
an additional 536 km (2) exploration tenement directly east of, and
contiguous with, the Wudinna Project.
23 ULTIMATE CONTROLLING PARTY
There is no ultimate controlling party.
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END
FR WPUCUAUPPGRU
(END) Dow Jones Newswires
May 31, 2022 02:01 ET (06:01 GMT)
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