TIDMCRES

RNS Number : 9331H

Citius Resources PLC

29 November 2022

Date: 29 November 2022

Citius Resources Plc

("Citius" or the "company")

Interim Financial Statements

for the six month period ended 31 October 2022

The Company is pleased to announce its Interim Results for the six-month period to 31 October 2022.

For further information please contact

 
 Citius Resources Plc            Tavira Securities Limited 
  Cameron Pearce (Director)       Jonathan Evans 
  www.Citiusresources.co.uk       Tel: +44(0)20 7330 1833 
  Tel: +44 (0)1624 681 250        Jonathan.evans@tavirasecurities.com 
  info@citiusresources.co.uk 
 Shard Capital Partners 
  Damon Health 
  Tel: +44(0)20 7186 9927 
  Damon.heath@shardcapital.com 
                                ------------------------------------- 
 

Interim Management Report

Dear shareholder,

I am pleased to present the interim report and accounts for the six-month period to 31 October 2022 for Citius Resources Plc.

The Company was formed for the purpose of acquiring a natural resources asset, in June 2022 the Company agreed terms with the vendors of AUC Mining (U) Limited the holder of the Kamalenge Gold Project (the "Acquisition") which is in the Mubende Gold District in Uganda. The Company is now well progressed in its due diligence and is nearing completion of the transaction. The Kamalenge Gold Project is a highly exciting project given the exploration work to date and indications that it may host a high-grade gold project with the potential for near term production.

The Company is now well positioned to complete the Acquisition which would constitute a Reverse Take Over under the Listing Rules and accordingly, the company would apply for re-admission of its shares to the Official List and the Main Market of the London Stock Exchange.

I would like to thank the board and advisory team for all their hard work over the past six months and we look forward to further updating shareholders and the market in due course.

Cameron Pearce

Chief Executive Officer

Responsibility Statement of the Directors' in respect of the Interim Report

The Directors are responsible for preparing the Interim Financial Statements in accordance with applicable law and regulations. In addition, the Directors have elected to prepare the Interim Financial Statements in accordance with International Financial Reporting Standards ("IFRSs"), as adopted by the United Kingdom ("UK").

The Interim Financial Statements are required to give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period.

In preparing these Interim Financial Statements, the Directors are required to:

   --    select suitable accounting policies and then apply them consistently; 

-- present information and make judgements that are reasonable, prudent and provides relevant, comparable and understandable information;

-- provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

   --    make an assessment of the Group's ability to continue as a going concern. 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time its financial position of the Group to enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and Interim Financial Statements. Legislation governing the preparation and dissemination of Interim Financial Statements may differ from one jurisdiction to another.

We confirm that to the best of our knowledge:

-- the Interim Financial Statements, prepared in accordance with International Financial Reporting Standards as adopted by the UK, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group for the period;

-- the Director's report includes a fair review of the development and performance of the business and the position of the group, together with a description of the principal risks and uncertainties that they face; and

-- the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the group's performance, business model and strategy.

Statement of Comprehensive Income for the year end ended 31 October 2022

 
                                            6 months ended 31 October      6 months ended 31 October   12 months ended 
                                                                 2022                           2021     30 April 2022 
                                                          (Unaudited)                    (Unaudited)           (Audit) 
                                 Notes                            GBP                            GBP               GBP 
 
 Administrative fees and other 
  expenses                           5                      (139,526)                      (147,170)         (259,964) 
                                        -----------------------------  -----------------------------  ---------------- 
 Operating loss                                             (136,526)                      (147,170)         (259,964) 
 
 Finance costs                                                      -                              -                 - 
                                        -----------------------------  -----------------------------  ---------------- 
 Loss before tax                                            (136,526)                      (147,170)         (259,694) 
 
 Income tax                                                         -                              -                 - 
 
 Total comprehensive loss for 
  the period                                                (136,526)                      (147,170)         (259,694) 
                                        -----------------------------  -----------------------------  ---------------- 
 
 Basic and diluted loss per 
  share (pence)                      6                         (0.44)                         (0.46)            (0,69) 
 

There was no other comprehensive income for the period ended on 31 October 2022.

Statement of Financial Position as at 31 October 2022

 
                                                   Note              As at                          As at 
                                                           31 October 2022              As at    30 April 
                                                                              31 October 2021        2022 
                                                               (Unaudited)        (Unaudited)     (Audit) 
                                                                       GBP                GBP         GBP 
 Current assets 
 Cash and cash equivalents                                         345,886            807,582     757,103 
 Other receivables                                                 314,411             37,200      20,075 
                                                         ----------------- 
 Total current assets                                              660,297            844,782     777,178 
 
 
 Current liabilities 
 Creditors: Amounts falling due within one year                     62,660             21,352      40,015 
                                                         -----------------  -----------------  ---------- 
 Total current liabilities                                          62,660             21,352      40,015 
 
 Net assets                                                        597,637            823,430     737,163 
                                                         -----------------  -----------------  ---------- 
 
 Equity 
 Share capital                                        6            216,250            216,250     216,250 
 Share premium                                                     921,797            895,540     921,797 
 Warrant reserves                                                   17,422             17,422      17,422 
 Retained earnings                                               (557,832)          (305,782)   (418,306) 
                                                         -----------------  -----------------  ---------- 
 Total equity                                                      597,637            823,430     737,163 
                                                         -----------------  -----------------  ---------- 
 

Statement of Changes in Equity for the six month period ended 31 October 2022

 
                                          Share                   Warrants reserves 
                                        capital   Share premium                       Retained earnings   Total equity 
                                            GBP             GBP                 GBP                 GBP            GBP 
 Balance as at 30 April 2021             91,667         208,333                   -           (158,612)        141,388 
 
 Loss for the period                          -               -                   -           (147,170)      (147,170) 
                                      ---------  --------------  ------------------  ------------------  ------------- 
 Total comprehensive loss                     -               -                   -           (147,170)      (147,170) 
 
 Contributions from equity holders 
 New shares issued (note 7)             124,583         785,417                   -                   -        910,000 
 Share issue costs                            -        (98,210)                   -                   -       (98,210) 
 Share base payments                          -               -              17,422                   -         17,422 
 Total contributions from equity 
  holders                               124,583         687,207              17,422                   -        829,212 
 
 Balance as at 31 October 2021          216,250         895,540              17,422           (305,782)        823,430 
                                      ---------  --------------  ------------------  ------------------  ------------- 
 
 Loss for the period                          -               -                   -           (112,524)      (112,524) 
                                      ---------  --------------  ------------------  ------------------  ------------- 
 Total comprehensive loss                     -               -                   -           (112,524)      (112,524) 
 
 Contributions from equity holders 
 New shares issued (note 7)                   -          26,257                   -                   -         26,257 
 Total contributions from equity 
  holders                                     -          26,257                   -                   -         26,527 
 
 Balance as at 30 April 2022            216,250         921,797              17,422           (418,306)        737,163 
                                      ---------  --------------  ------------------  ------------------  ------------- 
 
 Loss for the period                          -               -                   -           (139,526)      (139,526) 
                                      ---------  --------------  ------------------  ------------------  ------------- 
 Total comprehensive loss                     -               -                   -           (139,526)      (139,526) 
 
 Balance as at 31 October 2022          216,250         921,797              17,422           (557,832)        597,637 
                                      ---------  --------------  ------------------  ------------------  ------------- 
 

Statement of Cash Flows for the six month period ended 31 October 2022

 
                                           Notes   As at 31 October 2022   As at 31 October 2021   As at 30 April 2022 
                                                             (Unaudited)             (Unaudited)             (Audited) 
                                                                     GBP                     GBP                   GBP 
 Operating activities 
 Loss after tax                                                (139,526)               (147,170)             (259,694) 
 Share issue/warrant costs                                             -                  17,422                17,422 
 Changes in working capital 
 Increase in trade and other receivables                       (294,336)                (19,200)               (2,075) 
 (Decrease)/increase in trade and other payables                  22,645               (223,148)                10,015 
                                                  ----------------------  ----------------------  -------------------- 
 Net cash flows (utilised by) from operating 
  activities                                                   (411,217)               (372,096)             (234,332) 
 
 Financing activities 
 Shares issued (net of issue costs)                                    -                 811,790               623,547 
 Net cash flows from financing activities                              -                 811,790               623,547 
 
 Increase in cash and cash equivalents                         (411,217)                 439,694               389,215 
 
 Cash and short-term deposits brought forward                    757,103                 367,888               367,888 
 
 Cash and cash equivalent at 
  31 October                                                     345,886                 807,582               757,103 
                                                  ----------------------  ----------------------  -------------------- 
 

Notes to the Financial Statements for the six month period ended 31 October 2022

   1.   General 

Citius Resources Plc (the "Company") is a public limited company incorporated and registered in England and Wales on 15 April 2020 (as Citius Resources Limited, the name was changed to Citius Resources PLC on the 3 August 2020) with registered company number 12557958 and its registered office situated in England and Wales with its registered office 167-169 Great Portland Street, Fifth Floor, London, W1W 5PF.

The Company did not trade during the period under review.

   2.   Accounting Policies 

Basis of preparation

The interim financial statements of Citius Resources Plc are unaudited condensed financial statements for the 6 month period ended 31 October 2022.

The accounting policies applied by the Company in these Interim Financial Statements, are the same as those applied by the Company in its financial statements and have been prepared on the basis of the accounting policies applied for the financial year to 30 April 2022 which have been prepared in accordance with IFRS as adopted by UK. The Company Interim Financial Statements have been prepared using the measurement basis specified by IFRS each type of asset, liability, income and expense.

The Company Interim Financial Statements are presented in GBP, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise stated.

   3.   Critical accounting estimates and judgments 

In preparing the Company's Interim Financial Statements, the Directors have to make judgments on how to apply the Company's accounting policies and make estimates about the future. The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the Company Interim Financial Statements.

Warrants

During the period the Company didn't issued its shareholders with warrants (2022: 1,333,333). The valuation of these warrants involved making a number of critical estimates relating the price volatility, expected life if the options and interest rated.

The expenses charged to the Statement of Comprehensive Income during the year in relation to warrants was Nil (2022: GBP17,422).

   4.   Significant accounting policies 

The accounting policies adopted are consistent with those followed in the preparation of the annual financial statements of Citius Resources Plc, for the year ended 30 April 2022. A copy of these financial statements is available on the Company website at https://citiusresources.co.uk/

   5.   Administrative fee and other expenses 
 
                            6 months ended   6 months ended        12 months 
                                31 October       31 October            ended 
                                      2022             2021    30 April 2022 
                                       GBP              GBP              GBP 
 Directors' remuneration            24,000           24,000           48,000 
 Professional fees                  90,524           95,546          140,259 
 Audit fees                         15,000            6,000           30,000 
 Administration fees                 9,000            3,310           12,310 
 Share base payments                     -           17,422           17,422 
 Miscellaneous fees                  1,002              892           11,703 
                           ---------------  ---------------  --------------- 
 Total                             139,526          147,170          259,694 
                           ---------------  ---------------  --------------- 
 

The company did not employ any staff during the period other than Directors. The Directors are the only members of key management and their remuneration related solely to short term employee benefits.

   6.   Basic and diluted loss per share 

The calculation of the basic and diluted loss per share is based on the following data:

 
                                 6 months ended 31 October     6 months ended 31 October      12 months ended 30 April 
                                                      2022                          2021                          2021 
 Earnings 
 Loss for the period (GBP)                       (139,526)                     (147,170)                     (259,694) 
 Number of shares 
 Weighted average number of 
  Shares                                        31,692,482                    31,692,482                    37,423,744 
 Basic and diluted loss per 
  share (pence)                                     (0.44)                        (0.46)                        (0.69) 
----------------------------  ----------------------------  ----------------------------  ---------------------------- 
 

There are no potentially dilutive shares in issue.

   7.   Share capital issued 
 
                                       Nominal 
                        Number of        value                                   Total share 
                    shares issued    per share   Share capital   Share premium       capital 
                                           GBP             GBP             GBP           GBP 
 At 30 April 
  2021                 18,333,334                       91,667         208,333       300,000 
 26 May 2021            8,666,665        0.005          43,333         216,667       260,000 
 25 August 2021        16,250,001        0.005          81,250         568,750       650,000 
 Share issue 
  costs                                                      -        (97,210)      (97,210) 
----------------  ---------------  -----------  --------------  --------------  ------------ 
 At 31 October 
  2021                 43,250,000                      216,250         895,540     1,112,790 
----------------  ---------------  -----------  --------------  --------------  ------------ 
 
 At 31 October 
  2022                 43,250,000                      216,250         896,540     1,112,790 
----------------  ---------------  -----------  --------------  --------------  ------------ 
 
   8.   Related party transactions 

The are no related party transactions during the period except for the Directors' remuneration, which has been disclosed in note 5.

   9.   Events after the reporting date 

There are no events after the reporting date.

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