TIDMMMM
RNS Number : 0165B
Mining, Minerals & Metals PLC
30 May 2023
30 May 2023
For Immediate Release
Mining, Minerals & Metals plc
Annual Report and Financial Statements
Mining, Minerals & Metals plc ("MMM" or the "Company")
presents its audited financial statements for the twelve months
ended 31 January 2023 ("Financial Statements") as extracted from
the Company's Annual Report which is now available on the Company
website at www.mmmplc.com and will be provided to shareholders who
have requested a printed or electronic copy.
The Financial Statements are set out below and should be read in
conjunction with the Report which contains the notes to the
Financial Statements.
Further information
For further information, please visit the Company's website:
www.mmmplc.com
- Ends-
Roy Pitchford
Non-Executive Chairman, Mining, Minerals & Metals plc
Telephone +44 (0)20 7317 0644
Email: roy@mmmplc.com
Tavira Financial Limited - Financial Adviser and Broker
Jonathan Evans
Telephone: +44 (0)20 3192 1733
Email: jonathan.evans@tavira.group
Notes to Editors
Mining, Minerals & Metals plc was established as a special
purpose acquisition company to undertake an acquisition of one or
more businesses (either shares or assets) that has operations
involved in natural resources exploitation that it will then look
to develop and expand. The directors of MMM have established a
network of contacts internationally within the sector and will
utilise independent third parties to provide expert advice where
necessary.
Forward Looking Statements
Certain statements in this announcement are or may be deemed to
be forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe"
"could" "should" "envisage" "estimate" "intend" "may" "plan" "will"
or the negative of those variations or comparable expressions
including references to assumptions. These forward-looking
statements are not based on historical facts but rather on the
Directors' current expectations and assumptions regarding the
Company's future growth results of operations performance future
capital and other expenditures (including the amount, nature and
sources of funding thereof) competitive advantages business
prospects and opportunities. Such forward looking statements re ect
the Directors' current beliefs and assumptions and are based on
information currently available to the Directors. Many factors
could cause actual results to differ materially from the results
discussed in the forward-looking statements including risks
associated with vulnerability to general economic and business
conditions competition environmental and other regulatory changes
actions by governmental authorities the availability of capital
markets reliance on key personnel uninsured and underinsured losses
and other factors many of which are beyond the control of the
Company. Although any forward-looking statements contained in this
announcement are based upon what the Directors believe to be
reasonable assumptions. The Company cannot assure investors that
actual results will be consistent with such forward looking
statements.
CHAIRMAN'S STATEMENT
I have pleasure in presenting the 2023 Annual Report and
Accounts of Mining, Minerals & Metals Plc (the "Company").
The Company was formed to undertake the acquisition of a
controlling interest in a business (either shares or assets) that
has operations in the natural resources sector (an "Acquisition"),
reflecting the experience of the Company's board of directors.
On 7th October 2021 the Board of MMM announced that it was in
early stage discussions and had entered into a non-binding term
sheet with Africa Resources Holdings LLC ("ARH") to acquire the
entire issued share capital of Narnia Mauritius Gas Holdings
Limited ("NMGH"), that will hold a ninety five percent ("95%"),
interest in Inert Gas Industries (Proprietary) Limited ("IGI"),
which in turn owns the Lindley Natural Gas Project ("LNGP")
exploration licences (the "Licences") situated in the Free State
Province of South Africa ("The Proposed Transaction").
The Company has completed its commercial due diligence on LNGP
including commissioning a Competent Persons Report on the Licences
covering the LNGP. During this diligence process we became aware
that the Licences had lapsed and were no longer in good standing.
ARH, in conjunction with IGI, is currently collaborating with the
South African mining authorities to renew the Licences. The
likelihood of the renewal of the Licences cannot be guaranteed nor
the timing forecast but it is reasonable to expect progress of the
Proposed Transaction to be subject to further delay. This
development has prevented the completion of the remaining
conditions precedent to closing of the Proposed Transaction,
namely, (i) entering into definitive legal agreements (ii) raising
further funds for the Proposed Transaction; (iii) approval by
shareholders at a General Meeting to be convened; (iv) obtaining
all necessary approvals (if required) and; (v) granting of
eligibility for the readmission of the Company to the Official List
by the FCA.
The Board of MMM remain of the view that the Proposed
Transaction is an attractive opportunity to present to shareholders
and believes it is in the interest of the Company and its
shareholders to continue to move forward with ARH to acquire NMGH,
IGI, and the LNGP.
However, there can be no certainty that the Proposed
Transactions will proceed, and the Board will continue to update
shareholders as developments arise.
Additional Proposed Acquisition
Given the delays being experienced in progressing the Proposed
Transaction, the Board have considered several opportunities
presented to them for the Company to acquire complementary assets.
A decision has been made to proceed to detailed negotiations on the
acquisition of a gas asset in the Republic of Botswana ("Additional
Proposed Acquisition"). Initial negotiations on headline terms are
at an advanced stage although the Company will not enter into any
substantive agreement unless and until it is satisfied with the
results of its further due diligence. The Company will update
shareholders once headline terms have been agreed.
Completion of this Additional Proposed Acquisition (if the Board
are minded to proceed) will be subject to satisfaction of a number
of conditions including; (i) completion of satisfactory due
diligence (ii) execution of a definitive legal agreements (iii)
auditing of the licence holding company accounts; (iv) raising
sufficient further funds for the Additional Proposed Acquisition
and all necessary working capital; (v) approval by shareholders at
a General Meeting to be convened; vi) obtaining all necessary
approvals (if required) and; vii) granting of eligibility for the
readmission of the Company to the Official List by the FCA.
In addition to the Additional Proposed Acquisition the Board is
considering other potential opportunities.
Current Financial Position
The costs incurred in pursuing the Proposed Transaction together
with the delay in securing a suitable project has reduced the
Company's cash resources notwithstanding that overheads have been
kept to the absolute minimum, including no directors remuneration
until a suitable project is finalised. The Company will require
further capital to complete the Proposed Transaction and the
Additional Proposed Acquisition and intends to approach certain of
its shareholders to seek their agreement to provide further capital
to ensure the Company is able to proceed with negotiations on both
the Proposed Transaction and the Additional Proposed
Acquisition.
I look forward to reporting our progress to you in relation to
the above in the coming weeks.
Roy Pitchford
Chairman
26 May 2023
STRATEGIC REPORT
Overview
The primary objective of the strategic report is to provide
information for the shareholders and help them to assess how the
directors have performed their duty, under section 172 of the
Companies Act 2006, to promote the success of the company and to
provide context for the related financial statements.
The duty of a director, as set out in section 172 of the Act, is
to act in the way he considers, in good faith, would be most likely
to promote the success of the company for the benefit of its
members, and in doing so have regard (amongst other matters)
to:
(a) the likely consequences of any decision in the long
term;
(b) the interests of the company's employees;
(c) the need to foster the company's business relationships with
suppliers, customers and others;
(d) the impact of the company's operations on the community and
the environment;
(e) the desirability of the company maintaining a reputation for
high standards of business conduct; and
(f) the need to act fairly as between members of the
company.
The Company is in its early stages and does not have any
employees other than the board of Directors. Since listing in March
2020, the Company has sought a suitable Acquisition and in October
2021 entered a non-binding term sheet for the Proposed Transaction,
further details of which are set out in the review of business
section below.
The Company has had relatively little interaction with its
members and internal stakeholders during and subsequent to the
financial year and it should be noted that due to the early stage
of the Company's development, the Board also deems the Company's
impact on external stakeholders to have been minimal during the
financial year.
Review of the Company's Business
The Company was set up to undertake an acquisition in the
natural resource sector, that it will then look to develop.
On 6 March 2020, the Company successfully admitted its Ordinary
Shares to the Official List (by way of a Standard Listing under
Chapter 14 of the Listing Rules) and to trading on the Main Market
of the London Stock Exchange. In conjunction with this the Company
raised gross proceeds to date (including GBP514,000 on admission to
the main market) of approximately GBP726,667.
As noted in the Chairman's Statement, the Company has evaluated
potential Acquisition opportunities and in October 2021 entered
into a non-binding term sheet with ARH to acquire the entire issued
share capital of NMGH, that will hold a 95%, interest in IGI, which
in turn owns the LNGP exploration licences situated in the Free
State Province of South Africa . The Company has completed its
commercial due diligence on LNGP including commissioning a
Competent Persons Report on the Licences covering the LNGP. During
this diligence process the Company became aware that the Licences
had lapsed and were no longer in good standing. ARH, in conjunction
with IGI, is currently collaborating with the South African mining
authorities to renew the Licences. The likelihood of the renewal of
the Licences cannot be guaranteed nor the timing forecast but it is
reasonable to expect progress of the Proposed Transaction to be
subject to further delay. This development has prevented the
completion of the remaining conditions precedent to closing of the
Proposed Transaction, namely, (i) entering into definitive legal
agreements (ii) raising further funds for the Proposed Transaction;
(iii) approval by shareholders at a General Meeting to be convened;
(iv) obtaining all necessary approvals (if required) and; (v)
granting of eligibility for the readmission of the Company to the
Official List by the FCA. The Board of MMM remain of the view that
the Proposed Transaction is an attractive opportunity to present to
shareholders and believes it is in the interest of the Company and
its shareholders to continue to move forward with ARH to acquire
NMGH, IGI, and the LNGP. However, there can be no certainty that
the Proposed Transactions will proceed, and the Board will continue
to update shareholders as developments arise.
As further noted in the Chairman's Statement, there is an
Additional Proposed Acquisition in contemplation along with other
potential targets and the Board will provide updates on these in
due course.
Financing of the Company and the Proposed Transaction
The Directors intend to raise further cash resources to fund the
due diligence and other transaction costs in respect of the
Proposed Transaction. The Directors will seek to minimise costs
expended on professional, advisory, and administrative fees.
Additionally, the Company has considerable flexibility in how it
may finance the consideration for the Proposed Transaction,
although at this stage it is likely this will happen via the issue
of additional shares in the Company. It is also likely that in
conjunction with the Proposed Transaction further equity funds will
be raised through the issue of shares in the Company.
Key Performance Indicators
The Directors track the following as the Company's key
performance indicators ("KPls"):
-- Administrative expenses
-- Cash holdings
The Company's accounting systems track performance on a monthly
basis in particular focusing on working capital needs. These KPls
will be refined and augmented as the Company's business develops.
If the Acquisition is completed; the Directors expect the KPls to
focus on revenue generation and the growth of the acquisition
target.
Principal Risks and Uncertainties
The Directors consider the principal risks and uncertainties
facing the Company and a summary of the key measures taken to
mitigate those risks are as follows:
Financial risks
The effective management of its financial exposures is central
to preserving the Company's performance. The Company is exposed to
financial market risks and may be impacted negatively by
fluctuations in general capital market sentiment and cyclicality.
These factors may create volatility in the Company's results to the
extent that they are not effectively hedged.
The Company's outsourced finance team provides support to the
board to ensure accurate financial reporting and tracking of
business performance. Reporting on financial performance is
provided on a regular basis to senior management and the Board.
Operational risks
The success of the Company's business strategy is dependent on
its ability to complete Acquisition opportunities and the
subsequent performance of the acquired entities.
The Directors seek to manage these risks by leveraging the
experience of the executive team and complementary skill sets of
the non-executive directors to prudently identify, pursue and
execute on Acquisition opportunities.
The review of Acquisition targets involves an assessment of the
target's business and the markets it operates in, its business
plans and management capabilities. ln identifying and assessing
potential targets, the Board considers the risk profile of the
business concerned, in particular, its financial and commercial
viability and suitability for a listed company. The Board consults
its Financial Advisor and Broker throughout as a means of
mitigating risk and complying with the listing Rules. Performance
is monitored regularly and reported to the Board.
Corporate Responsibility
The Company takes its responsibilities as a corporate citizen
seriously. The Board's primary goal is to create shareholder value
but in a responsible manner that serves all stakeholders.
Governance
The Board considers corporate governance as a critical component
of the Company's success. The Company has an effective and engaged
Board with a strong non-executive presence from diverse
backgrounds. The Board is committed to ensuring that particularly
as the Company's business develops, the Company's values are
reinforced, effective risk management practices are implemented and
that the Company adheres to high standards of corporate
governance.
The Company has decided not to apply a Corporate Governance Code
provisions given its current size and resources. The Company is a
small company with modest resources. The Company has a clear
mandate to optimise the allocation of limited resources to source
acquisitions and support its future plans. As such the Company
strives to maintain a balance between conservation of limited
resources and maintaining robust corporate governance practices. As
the Company evolves, the Board is committed to enhancing the
Company's corporate governance policies and practices deemed
appropriate to the size and maturity of the organisation.
The management report for the period is constituted by the
content of the Strategic Report and Directors' Report.
Growth Strategy and Outlook
The Company's near-term goals are to execute its Acquisition
strategy and complete the Proposed Transaction. ln the event of the
completion of the Proposed Transaction, the Board expects the
immediate focus to be on developing the LNGP.
Going Concern
These financial statements are prepared on the going concern
basis. The going concern basis assumes that the Company will
continue in operation for the foreseeable future and will be able
to realise its assets and discharge its liabilities and commitments
in the normal course of business .
The Company has limited administrative expenses associated with
its continuing operations and its liabilities are limited to trade
payables associated with the administrative expenditure . The
Directors have prepared budgetary forecasts for the period ended 30
June 2024, considering operating cashflows and expenditure
requirements for the Company. The Company has also received
indications of support from its three largest shareholders (and
warrant holders) who may provide additional funding to the Company,
via exercise of their warrants or other means of funding provision,
should this be required to facilitate meetings its ongoing cash
requirements.
However, in order for the Company to be able to continue
operating as a going concern, it will require additional funding in
the near term. Whilst the directors remain confident that such
funding will be available, including the potential provision of
financial support by the above referenced warrant holders, there
can be no certainty that such funding will be available as and when
it becomes necessary to continue to meet the ongoing needs of the
business. As a result, there exists a material uncertainty which
may cast significant doubt on the Company's ability to continue as
a going concern. The financial statements do not include any
adjustments that would result if the Group was unable to continue
as a going concern.
On behalf of the Board,
Roy Pitchford
Director
26 May 2023
BOARD OF DIRECTORS
Roy Pitchford - Chairman
Roy brings over 30 years' executive and managerial expertise as
well as a proven track record in Southern Africa in the junior
mining industry to the Company. Roy has particular responsibilities
for co-ordinating and reviewing potential reverse takeover
targets.
During his career in the resource development arena Roy has held
the position of Chief Executive Officer for Cluff Resources
Zimbabwe Ltd, Masasa Mines (Pvt) Ltd, Zimbabwe Platinum Mines Ltd,
African Platinum Plc, African Minerals Ltd, and Vast Resources Plc.
He is currently a Non-Executive Chairman of Contango Holdings
Plc.
Roy is a qualified Chartered Accountant (CA (Z)).
Konosoang ("Kay") Asare-Bediako - Non-Executive Director
Kay is an experienced deal maker and business leader, with
extensive experience in finance and investment banking.
Kay is a director at Absa Group within the Investment Banking
Division, responsible for the origination and implementation of
Investment Banking mandates. Prior to joining Absa Group, Kay was
an executive director at Moshe Capital where she headed up the
Corporate Finance division. Whilst at Moshe Capital, Kay grew the
team from two people in 2015 to twelve in 2020; making Moshe
Capital one of the most formidable black, female-owned and managed
corporate finance firms in South Africa. In 2019 Moshe Capital was
awarded the "Corporate Finance team of the year" by The Association
of Black Securities and Investment Professionals.
Before joining Moshe Capital, Kay worked within the Investment
Banking Division of Deutsche Bank as a Senior Associate. She is a
former director of Malundi Coal, a mining investment company, and a
former a non-executive director of Yalu Financial Services, a
provider of credit life insurance.
Kay holds a Bachelor of Business Science with Finance Honours
from the University of Cape Town and is a qualified chartered
accountant (CA(SA)) and a recipient of the Columbia Business School
Certificate in Business Excellence.
Michael ("Mike") Stewart - Non-Executive Director
Mike is an experienced managing director and chief executive
with a track record of delivering rapid, multimillion-pound growth
and has many years of experience in business turnarounds,
acquisitions, business transformations and growth.
Mike's international experience encompasses large multinational
businesses such as Sasol, Mondi, Anglo American, Linpac, Mainetti
and Schletter as well as the SME sector and Private Equity.
Mike currently holds the following directorships: Linkcove Ltd,
VAT Reclaim Ltd, Stewart Stratco Ltd. In the past five years, Mike
has held the following other directorships: Schletter Africa Ltd
and VAT Recovery Ltd.
Jonathan ("Johnny") Martin Smith - Non-Executive Director
Johnny is an Independent Non-Executive Director and Chairman of
the Remuneration Committee of IRC. He stepped down as a partner of
the specialist mining advisory firm Legacy Hill Capital to take up
being Chief Executive Officer of Sumner Group Mining Plc
(previously known as VI Mining Plc). He was the founder of London
based Smith's Corporate Advisory, which he sold to UK stockbroker
Westhouse Holdings in 2010, where he subsequently headed the mining
practice. Prior to establishing his own firm, he worked at UBS,
Credit Suisse and Williams de Broe. He recently served as a
Temporary Independent Non-Executive Director of Petropavlovsk Plc
for the months of July and August 2020.
DIRECTORS' REPORT
The Directors present their report together with the audited
financial statements, for the year ended 31 January 2023.
The Company was incorporated on 28 January 2013 in England and
Wales, as private company, and it re-registered as a public limited
company on 22 October 2018. The company was subsequently listed on
the Main Market for listed securities of the London Stock Exchange
on 6 March 2020.
Results and dividends
The results for the period are set out in the Statement of
Comprehensive Income on page 14. The Directors do not recommend the
payment of a dividend on the ordinary shares.
Directors
The Directors of the Company during the year were as follows,
all being non-executive Directors:
Konosoang Asare-Bediako
Roy Pitchford
Michael Stewart
Jonathan Martin Smith
Directors' interests
The interest and deemed interest in the share capital of the
Company by the Directors at the end of financial year are as
follows:
Name Number of Ordinary Percentage of Existing
Shares held Ordinary Shares
Michael Stewart 105,000 0.33%
------------------- -----------------------
Substantial shareholders
As at the end of the financial year the total number of issued
Ordinary Shares with voting rights in the Company was 32,049,999.
The Company has been notified of the following interests of 3 per
cent or more in its issued share capital as at the date of this
report.
Shareholder Number of Ordinary Percentage of Existing
Shares held Ordinary Shares
Robert Allen Papiri 8,098,271 25.27%
------------------- -----------------------
Michael Sobeck 6,229,327 19.44%
------------------- -----------------------
Moshe Capital 3,200,000 9.98%
------------------- -----------------------
Tangiers Investment
Group LLC 2,339,069 7.30%
------------------- -----------------------
Matthew Bonner 1,100,000 3.43%
------------------- -----------------------
Paul Welker 1,100,000 3.43%
------------------- -----------------------
Eric Dyer 1,000,000 3.12%
------------------- -----------------------
Dividend policy
The Company's current intention is to retain any earnings for
use in its business operations, and the Company does not anticipate
declaring any dividends in the foreseeable future. The Company will
only pay dividends to the extent that to do so is in accordance
with all applicable laws. The Company does not currently have any
distributable reserves to facilitate payment of a dividend.
Auditors and disclosure of information
The directors confirm that:
-- there is no relevant audit information of which the Company's
statutory auditor is unaware; and
-- each Director has taken all the necessary steps he ought to
have taken as a director in order to make himself aware of any
relevant audit information and to establish that the Company's
statutory auditor is aware of that information.
This con rmation is given and should be interpreted in
accordance with the provisions of Section 418 of the Companies Act
2006.
Responsibility Statement
The directors are responsible for preparing the annual report
and the financial statements in accordance with applicable law and
regulations. Company law requires the directors to prepare
financial statements for each financial period. Under that law the
directors have elected to prepare financial statements for the
Company in accordance with UK adopted International Accounting
Standards.
Under company law the directors must not approve the nancial
statements unless they are satis ed that they give a true and fair
view of the state of affairs of the Company and of the pro t or
loss of the company for that period. In preparing these nancial
statements, the directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and estimates that are reasonable and prudent;
-- state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements;
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The directors are responsible for keeping adequate accounting
records which disclose with reasonable accuracy at any time, the
financial position of the Company to enable them to ensure that the
financial statements comply with the requirements of the Companies
Act 2006. They are also responsible for safeguarding the assets of
the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The maintenance and integrity of the Mining, Minerals &
Metals Plc website is the responsibility of the Directors.
The directors confirm, to the best of their knowledge that:
-- the financial statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company; and
-- the Strategic Report include a fair review of the development
and performance of the business and the financial position of the
Company, together with a description of the principal risks and
uncertainties that it faces.
-- 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 company's performance,
business model and strategy.
Greenhouse gas disclosures
As the Company does not currently have any operations, it is not
practical to obtain and analyse emissions data for the Company
operations. However, given the lack of physical operations in the
year, and the lack of any plant or office space, the carbon
footprint and climate change impact of the Company's operations are
considered to be negligible, and in any event below the 40 MWh
threshold prescribed for detailed emissions disclosures.
As such, the Company does not consider it relevant to provide
climate related disclosures under the recently enacted TCFD
guidelines, nor would determination of the relevant emissions data
be practical. Once the Company has completed a project acquisition,
and hence transitioned into an operating company, it will revisit
its position on climate disclosures accordingly.
Financial risk management and future development
An indication of the likely future developments in the business
of the Company are included in the Strategic Report.
An explanation of the Company's financial risk management
objectives, policies and strategies is set out in note 10.
Auditors
The auditors, Crowe U.K. LLP, have expressed their willingness
to continue in office and a resolution to reappoint them will be
proposed at the Annual General Meeting.
Events after the reporting date
There have been no material events subsequent to the year
end.
The Directors' Report was approved by the Board of Directors on
26 May 2022 and is signed on its behalf by:
Roy Pitchford
Director
26 May 2023
DIRECTORS' REMUNERATION REPORT
Directors
The Directors of the Company during the year were as follows,
all being non-executive Directors:
-- Konosoang Asare-Bediako
-- Roy Pitchford
-- Michael Stewart
-- Jonathan Martin Smith
Directors' Remuneration
No amount was paid or become payable to any of the Directors of
the Company during the year ended 31 January 2023 (2022: GBPnil)
due to the lack of ongoing operations during this period.
Directors' remuneration arrangements will be reviewed and
implemented once a suitable project transaction has been advanced
to the point of shareholder approval.
Roy Pitchford
Director
26 May 2023
Independent auditor's report to the members of Mining, Minerals
& Metals Plc
Opinion
We have audited the financial statements of Mining, Minerals
& Metals Plc (the "company") for the year ended 31 January 2023
which comprise statement of comprehensive income, statement of
financial position, statement of changes in equity, statement of
cash flows and notes to the financial statements , including
significant accounting policies. The financial reporting framework
that has been applied in the preparation of the company financial
statements is applicable law and UK-adopted international
accounting standards.
In our opinion the financial statements:
-- give a true and fair view of the state of the company's
affairs as at 31 January 2023 and of the its loss for the year then
ended;
-- have been properly prepared in accordance with UK-adopted
international accounting standards;
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the company
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Material uncertainty relating to going concern
We draw attention to the section headed Going Concern on page 5
of the financial statements, which details the factors the Company
has considered when assessing the going concern position. As
detailed in the relevant note on page 18, the uncertainty
surrounding the availability of funds to finance the operating
cashflows and expenditure requirements for the company indicates
the existence of a material uncertainty that may cast significant
doubt on the Company's ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the
directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors' assessment of the company's ability to
continue to adopt the going concern basis of accounting
included:
-- Discussions with management in relation to the future plans of the Company.
-- Reviewing the directors' going concern assessment including
the worst-case scenario cash flow forecast that covers at least 12
months from the approval of the financial statements.
-- Understanding what forecast expenditure is committed and what
could be considered discretionary.
-- Considering the liquidity of existing assets of the statement of financial position.
-- Considering the options available to management for further
fundraising, or additional sources of finance.
-- Considering potential downside scenarios and the resultant impact on available funds.
-- Making enquiries of management as to its knowledge of events
or conditions beyond the period of their assessment that may cast
significant doubt on the Company's ability to continue as a going
concern, and evaluating the reliability of the data underpinning
the forecast cash flows.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of
materiality. An item is considered material if it could reasonably
be expected to change the economic decisions of a user of the
financial statements. We used the concept of materiality to both
focus our testing and to evaluate the impact of misstatements
identified.
Based on our professional judgement, we determined overall
materiality for the financial statements as a whole to be GBP7,000
(2022 GBP5,000), based on approximately 5% of loss before
taxation.
We use a different level of materiality ('performance
materiality') to determine the extent of our testing for the audit
of the financial statements. Performance materiality is set based
on the audit materiality as adjusted for the judgements made as to
the entity risk and our evaluation of the specific risk of each
audit area having regard to the internal control environment.
Performance materiality was set at 70% of materiality for the
financial statements as a whole, which equates GBP4,900 (2022:
GBP3,500) for the company.
Where considered appropriate performance materiality may be
reduced to a lower level, such as, for related party transactions
and directors' remuneration.
We agreed with the board to report to it all identified errors
in excess of GBP350 (2022: GBP150). Errors below that threshold
would also be reported to it if, in our opinion as auditor,
disclosure was required on qualitative grounds.
Overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the
company and its environment, including the company's system of
internal control, and assessing the risks of material misstatement
in the financial statements. We also addressed the risk of
management override of internal controls, including assessing
whether there was evidence of bias by the directors that may have
represented a risk of material misstatement.
The company is accounted for from one central location, the
United Kingdom
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team.
We have determined that the only key audit matter was in respect
of going concern and our work in that area is included in the
section above headed 'Material uncertainty related to going
concern' .
Our audit procedures in relation to Going Concern were designed
in the context of our audit opinion as a whole. They were not
designed to enable us to express an opinion on this matter
individually and we express no such opinion.
Other information
The other information comprises the information included in the
annual report other than the financial statements and our auditor's
report thereon. The directors are responsible for the other
information contained within the annual report.
Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated
in our report, we do not express any form of assurance conclusion
thereon. Our responsibility is to read the other information and,
in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion the part of the directors' remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion based on the work undertaken in the course of our
audit:
-- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company
and their environment obtained in the course of the audit, we have
not identified material misstatements in the strategic report or
the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept by the
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the company financial statements and the part of the
directors' remuneration report to be audited are not in agreement
with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit
Responsibilities of the directors for the financial
statements
As explained more fully in the directors' responsibilities
statement set out on page 8, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
We obtained an understanding of the legal and regulatory
frameworks that are applicable to the company and the procedures in
place for ensuring compliance in the jurisdictions where the
company operates, focusing on those laws and regulations that have
a direct effect on the determination of material amounts and
disclosures in the financial statements. The laws and regulations
we considered in this context were the Companies Act 2006 and
relevant taxation legislation.
We assessed the nature of the company's business, the control
environment and performance to date when evaluating the incentives
and opportunities to commit fraud.
We identified the greatest risk of material impact on the
financial statements from irregularities, including fraud, to be
the override of controls by management to manipulate financial
reporting and misappropriate funds. Our procedures to address the
risk of management override included:
-- enquiries of management about their own identification and
assessment of the risks of irregularities;
-- obtaining supporting evidence for a risk-based sample of
journals, derived using a data analytics tool;
-- considering audit adjustments identified from our audit work
for evidence of bias in reporting;
-- considering significant estimates and judgements made by
management for evidence of bias;
-- reviewing the other information presented in the annual
report for fair representation and consistency with the audited
financial statements and the information available to us as the
auditors.
Owing to the inherent limitations of an audit, there is an
unavoidable risk that some material misstatements of the financial
statements may not be detected, even though the audit is properly
planned and performed in accordance with the ISAs (UK). The
potential effects of inherent limitations are particularly
significant in the case of misstatement resulting from fraud
because fraud may involve sophisticated and carefully organized
schemes designed to conceal it, including deliberate failure to
record transactions, collusion or intentional misrepresentations
being made to us.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities .
This description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by the Audit Committee in April 2020 to audit
the financial statements for the period ended 31 January 2020. Our
total uninterrupted period of engagement is 4 years, covering the
period ended 31 January 2020 to year ended 31 January 2023.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the company and we remain independent of the
company in conducting our audit.
Our audit opinion is consistent with the additional report to
the audit committee.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Matthew Stallabrass
Senior Statutory Auditor
for and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
Date: 26 May 2023
STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 January 2023
31 January 31 January
2023 2022
GBP GBP
Note
Revenue - -
Administrative expenses (159,681) (172,468)
----------- -----------
Operating profit (159,681) (172,468)
Finance income 221 -
Finance costs (18) (292)
-----------
Loss before taxation (159,478) (172,760)
Income tax 4 - -
----------- -----------
Total comprehensive
loss
for the year (159,478) (172,760)
----------- -----------
Loss per share
Basic and diluted (pence
per share) (0.50) (0.54)
The notes to the financial statements form an integral part of
these financial statements.
STATEMENT OF FINANCIAL POSITION
as at 31 January 2023
Note 31 January 31 January
2023 2022
GBP GBP
ASSETS
Current assets
Trade and other receivables 5 22,281 8,269
Cash and cash equivalents 48,210 200,354
Total assets 70,491 208,623
=========== ===========
EQUITY
Equity Attributable to Owners
of the company
Share capital 6 320,500 320,500
Share premium 406,167 406,167
Retained earnings (715,542) (556,067)
----------- -----------
Total equity 11,125 170,600
----------- -----------
LIABILITIES
Current liabilities
Trade and other payables 7 48,897 27,554
Borrowings 8 10,469 10,469
----------- -----------
Total current liabilities 59,366 38,023
----------- -----------
Total liabilities 59,367 38,023
TOTAL EQUITY AND LIABILITIES 70,491 208,623
=========== ===========
STATEMENT OF FINANCIAL POSITION
as at 31 January 2023
The notes to the financial statements form an integral part of
these financial statements.
The financial statements of Mining, Minerals & Metals plc
(registered number 08377465) were approved by the Board of
Directors and authorised for issue on 26 May 2023.
They were signed on its behalf by:
Roy Pitchford
Director
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 January 2023
Share Share premium Retained Total
capital earnings equity
GBP GBP GBP GBP
Balance at 31 January
2021 320,500 406,167 (383,307) 343,360
Total comprehensive
loss for the year - - (172,760) (172,760)
-------- -------- ---------- -----------
Balance at 31 January
2022 320,500 406,167 (556,067) 170,600
Total comprehensive
loss for the year - - (159,478) (159,478)
Balance at 31 January
2023 320,500 406,167 (715,542) 11,125
The notes to the financial statements form an integral part of
these financial statements.
STATEMENT OF CASHFLOWS
for the year ended 31 January 2023
Year ended Year ended
31 January 31 January
2023 2022
GBP GBP
Loss before tax (159,478) (172,760)
Adjusted for:
(Increase)/Decrease in trade
and other receivables (14,010) 16,922
(Decrease)/Increase in trade
and other creditors 21,344 (7,460)
---------------- --------------
Net cash used in operating
activities (152,144) (163,298)
Net (decrease)/increase
in cash and cash equivalents (152,144) (163,298)
---------------- --------------
Cash and cash equivalents
at beginning of the year 200,354 363,652
Cash and cash equivalents
at end of the year 48,210 200,354
---------------- --------------
The notes to the financial statements form an integral part of
these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 January 2023
1. GENERAL INFORMATION
The Company was incorporated on 28 January 2013 in England and
Wales as a limited company, limited by shares and with Registered
Number 08377465 under the Companies Act 2006. The Company's
registered office address is: 167-169 Great Portland Street, Fifth
Floor, London W1W 5PF. The company re-registered as a public
limited company on 22 October 2018.
The Company's objective is to undertake an acquisition of a
target company or business in the natural resources sector.
The Company does not have a defined life as it has no fixed time
limit to conduct the Acquisition.
Other than the Directors the company did not have any staff.
2. ACCOUNTING POLICIES
Basis of preparation
The principal accounting policies adopted by the Company in the
preparation of the Company Financial Statements are set out
below.
The Company Financial Statements has been presented in Pounds
Sterling, being the functional currency of the Company.
The Company Financial Statements has been prepared in accordance
with UK adopted International Accounting Standards.
Standards and interpretations issued but not yet applied
A number of new standards and amendments to standards and
interpretations have been issued but are not yet effective and, in
some cases, have not yet been adopted by the UK. The Directors do
not expect that the adoption of these standards will have a
material impact on the Company Financial Statements.
Going concern
These financial statements are prepared on the going concern
basis. The going concern basis assumes that the Company will
continue in operation for the foreseeable future and will be able
to realise its assets and discharge its liabilities and commitments
in the normal course of business .
The Company has limited administrative expenses associated with
its continuing operations and its liabilities are limited to trade
payables associated with the administrative expenditure . The
Directors have prepared budgetary forecasts for the period ended 30
June 2024, considering operating cashflows and expenditure
requirements for the Company. The Company has also received
indications of support from its three largest shareholders (and
warrant holders) who may provide additional funding to the Company,
via exercise of their warrants or other means of funding provision,
should this be required to facilitate meetings its ongoing cash
requirements.
However, in order for the Company to be able to continue
operating as a going concern, it will require additional funding in
the near term. Whilst the directors remain confident that such
funding will be available, including the potential provision of
financial support by the above referenced warrant holders, there
can be no certainty that such funding will be available as and when
it becomes necessary to continue to meet the ongoing needs of the
business. As a result, there exists a material uncertainty which
may cast significant doubt on the Company's ability to continue as
a going concern. The financial statements do not include any
adjustments that would result if the Group was unable to continue
as a going concern.
Share capital
Proceeds from issuance of ordinary shares are classified as
equity. Amounts in excess of the nominal value of the shares issued
is recognised as share premium. Incremental costs directly
attributable to the issuance of new ordinary shares are deducted
against share capital.
Warrants and Options
Warrants and options classified as equity are recorded at fair
value as of the date of issuance on the Company's Statement of
Financial Position and no further adjustments to their valuation
are made. Management estimates the fair value of these instruments,
using option pricing models and assumptions that are based on the
individual characteristics of the warrants or options on the
valuation date as well as assumptions for expected volatility,
expected life, yield and risk-free interest rate.
Financial assets and liabilities
Financial assets and financial liabilities are recognised when
the Company becomes a party to the contractual provisions of a
financial instrument. Financial assets and financial liabilities
are offset if there is a legally enforceable right to set off the
recognised amounts and interests and it is intended to settle on a
net basis.
Financial assets
Financial assets which are measured at amortised cost, are
measured using the Effective Interest Rate Method (EIR) and are
subject to impairment. Gains and losses are recognised in profit or
loss when the asset is derecognised, modified or impaired.
Financial liabilities
The company does not currently have any financial liabilities
measured at fair value through profit or loss, therefore all the
financial liabilities are initially measured at fair value net of
transaction costs and are subsequently measured at amortised
cost.
Use of assumptions and estimates
In preparing the financial statements judgement was used in
considering whether or not a material uncertainty exists in
relation to going concern. The directors considered the indications
of support received from significant shareholders who have agreed
to exercise their warrants in order to provide the company with
sufficient cash if required. As this support could not be
guaranteed the directors concluded that a material uncertainty
exists.
3. AUDITORS' REMUNERATION
The loss before income tax is stated after charging:
2023 2022
GBP GBP
Auditors' remuneration:
Fees payable to the Company's auditor for
the audit of the Company's annual accounts 32,403 18,300
4. INCOME TAX EXPENSE
The corporation tax in the UK applied during the year was
19%.
The charge for the period can be reconciled to the loss in the
Statement of Comprehensive income as follow:
2023 2022
GBP GBP
Loss before tax on continuing operations (159,478) (172,760)
----------- -----------
Tax at the UK corporation tax rate of 19% (30,301) (32,824)
Unutilised tax loss carry forward 30,301 32,824
----------- -----------
Tax charge for the period - -
----------- -----------
The Company has accumulated tax losses of GBP507,934 (2022:
GBP348,456). No deferred tax asset has been recognised in respect
of the losses carried forward, due to the uncertainty as to whether
the Company will generate sufficient future profits in the
foreseeable future to prudently justify this.
5. TRADE AND OTHER RECEIVABLES
2023 2022
GBP GBP
Prepayments 22,281 8,269
22,281 8,269
------- ------
6. SHARE CAPITAL
Ordinary shares of GBP0.01 each
Number of Amount
shares GBP
Issued, called up and paid 32,049,999 320,500
32,049,999 320,500
----------- --------
As at 31 January 2023 and 2022, the Company had 32,049,999
ordinary shares of GBP0.01 par value in issue.
As at 31 January 2023 and 2022, the Company had 17,166,667
warrants in issue exercisable at GBP0.04 per share and expiring on
6 September 2023.
7. TRADE AND OTHER PAYABLES
2023 2022
GBP GBP
Trade payables 8,397 8,554
Accruals 40,500 19,000
48,897 27,554
------- -------
8. BORROWINGS
2023 2022
GBP GBP
Current Borrowings 10,469 10,469
10,469 10,469
------- -------
On 23 September 2020 the Company entered into a loan agreement
in the amount of GBP10,469. The loan payable is non-interest
bearing and repayable in whole on demand.
9. DIRECTORS' EMOLUMENTS
No amount was paid or become payable to any of the Directors of
the Company and there were no staff costs as no staff was employed
by the Company during the period ended 31 January 2023 (2022:
GBPnil).
10. FINANCIAL RISK MANAGEMENT
The Company uses a limited number of financial instruments,
comprising cash and various items such as trade payables, which
arise directly from operations. The Company does not trade in
financial instruments.
Financial risk factors
The Company's activities expose it to a variety of financial
risks: credit risk and liquidity risk. The Company's overall risk
management programme focuses on the unpredictability of financial
markets and seeks to minimise potential adverse effects on the
Company's financial performance.
a) Credit risk
Credit risk is the risk of an unexpected loss if a counter party
to a financial instrument fails to meet its commercial obligations.
The Company's maximum credit risk exposure is limited to the
carrying amount of cash of GBP48,210. Funds are deposited with
financial institutions with a credit rating equivalent to, or
above, the main UK clearing banks.
b) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient
cash, the Company ensures it has adequate resource to discharge all
its liabilities. The directors have considered the liquidity risk
as part of their going concern assessment. (See note 2).
Fair values
Management assessed that the fair values of cash trade payables
and other current liabilities approximate their carrying amounts
largely due to the short-term maturities of these instruments.
11. CAPITAL MANAGEMENT POLICY
The Company's objectives when managing capital are to safeguard
the Company's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital. The capital structure of the Company consists
of equity attributable to equity holders of the Company, comprising
issued share capital and reserves.
12. FINANCIAL INSTRUMENTS
The Company's principal financial instruments comprise cash and
cash equivalents and other payable. The Company's accounting
policies and method adopted, including the criteria for
recognition, the basis on which income and expenses are recognised
in respect of each class of financial assets, financial liability
and equity instrument are set out in Note 2. The Company do not use
financial instruments for speculative purposes.
The principal financial instruments used by the Company, from
which financial instrument risk arises, are as follows:
2023 2022
GBP GBP
Financial assets
Cash and cash equivalents 48,210 200,354
Total financial assets 48,210 200,354
------- --------
Financial liabilities measured at amortised
cost
Trade and other payables 48,898 27,554
Borrowings 10,469 10,469
------- --------
Total financial liabilities 59,367 38,023
------- --------
There are no financial assets that are either past due or
impaired. The financial liabilities are due for payment in 1 to 3
months.
13. LOSS PER SHARE
The loss per share has been calculated using the loss for the
year and the weighted average number of ordinary shares entitled to
dividend rights which were outstanding during the year. There were
no potentially dilutive ordinary shares at the year end.
2023 2022
GBP GBP
Loss for the period attributable to equity holders of the Company (159,478) (172,760)
Weighted average number of ordinary shares (number of shares) 32,049,999 32,049,999
----------- ------------
Loss per share (pence per share) (0.50) (0.54)
----------- ------------
14. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key
management personnel compensation has been disclosed in note 9. The
Board does not consider there to be any related parties to the
Company other than Key Management Personnel.
15. EVENTS SUBSEQUENT TO YEAR END
There have been no material events subsequent to the year
end.
16. ULTIMATE CONTROLLING PARTY
As at 31 January 2023 there was no ultimate controlling
party.
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END
FR WPUBAAUPWUMU
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