REG - Citius Resources PLC - Final Results and Notice of AGM
27/07/2022 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220727:nRSa8143Ta&default-theme=true
RNS Number : 8143T Citius Resources PLC 27 July 2022
Citius Resources Plc
("Citius" or the "Company")
Annual Report and Financial Statements for the year ended 30 April 2022 and
Notice of Annual General Meeting
The Board of Citius Resources Plc is pleased to announce its annual report and
audited financial results for the year ended 30 April 2022.
The Notice of Annual General Meeting is today being posted to shareholders.
The Annual General Meeting will be held at 55 Athol Street, Douglas, Isle of
Man at 10.00 am on 19 August 2022.
Electronic copies of the annual report and the notice of annual general
meeting & proxy form will be available at the Company's website
https://citiusresources.co.uk/ (https://citiusresources.co.uk/)
Citius Resources Plc Cameron Pearce
Tel: +44 (0)1624 681 250
cp@pangaeaenergy.co.uk
Tavira Securities Limited Jonathan Evans
Tel: +44 (0)20 7330 1833
jonathan.evans@tavirasecurities.com
Shard Capital Partners Damon Heath
Tel: +44 (0)20 7186 9927
damon.heath@shardcapital.com
Chairman Statement
Dear Shareholders,
It is with pleasure that your director presents the 2022 Annual Financial
Report of Citrus Resources Plc (the "Company").
This year and subsequent has seen two major milestones completed with the
successful IPO in August 2021 and the entry into the agreement to acquire AUC
Mining (U) Limited in June 2022.
The Company raised £560,000 for its IPO and admitted its entire issued share
capital, being 43,250,000 ordinary sharesof £0.005 each ("Ordinary Shares"),
to the Official List (by way of a Standard Listing under Chapter 14 of the
Listing Rules) and to trading on the LondonStock Exchange's Main Market for
listed securities (the "Admission"). The Company was formed for the purposes
of acquiring a natural resources asset.
Subsequently the Company agreed terms with the vendors of AUC Mining (U)
Limited, the holder of the Kamalenge Gold Project (the "Acquisition") which is
located in the Mubende Gold District in Uganda, and is now progressed in its
due diligence and has commenced the process for completion of the acquisition.
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 the re-admission of its shares to the Official List
and the Main Market of the London Stock Exchange.
Winton Willesee
Non-Executive Chairman
26 July 2022
Strategic Report for the year ended 30 April 2022
The Directors present the Strategic Report of Citius Resources Plc for the
year ended 30 April 2022.
Business of the Company
The Company was incorporated on 15 April 2020 as a private company with
limited liability under the laws of England and Wales under the Companies Act
2006 with registered number 12557958.
The Company was formed to undertake an acquisition of a target company or
business. On 9 June 2022 the Company announced that it has entered into a
binding Heads of Terms with regard to the possible acquisition of 100% of the
share capital of AUC Mining (U) Limited ("AUC"). Please see note 16 for
further details.
Business Strategy
The Company has identified the following criteria that it believes are
important in evaluating a prospective target company or business. The
Acquisition and any future acquisition will be long-term investments for the
Company. It will generally use these criteria in evaluating acquisition
opportunities. However, it may also decide to enter into the Acquisition with
a target company or business that does not meet the below criteria.
The Directors intend to take an active approach to completing the Acquisition
and to adhere to the following criteria, insofar as reasonably practicable:
· Geographic focus: The Company intends, but is not required to,
seek to acquire an exploration or production company or business with
operations in precious and base metals in Europe, Africa, and the Middle East
with: (i) strong underlying fundamentals and clear broad-based growth drivers;
(ii) a meaningful population and an identifiable market; (iii) established
financial regulatory systems; (iv) stable political structures; and (v) strong
or improving governance and anti-corruption ratings.
· Sector focus: The Company intends to search initially for
acquisition opportunities in the precious and base metals sector, but the
Company shall not be limited to such sector. The Company intends to seek
opportunities which are in pre-production at an exploration and/or development
stage. The Directors believe that opportunities exist to create value for
Shareholders through a properly executed, acquisition-led strategy in the
precious and base metals industry, however the Directors will consider other
industries and sectors where they believe that value may be created for
Shareholders.
· Identifiable routes to value creation: The Company intends, but
is not required to, seek to acquire a company or business in respect of which
the Company can: (i) play an active role in the optimisation of strategy and
execution which for opportunities in pre-production would enable the Company
to create value; (ii) enhance existing management capabilities through the
Directors' proven management skills and depth of experience; (iii) affect
operational changes to enhance efficiency and profitability; and (iv) provide
capital to support significant, credible, growth initiatives.
· Management of the Acquisition: The Acquisition may be made by
direct purchase of an interest in a company, partnership or joint venture, or
a direct interest in a project, and can be at any stage of development.
Following the completion of the Acquisition, the Directors will work in
conjunction with incumbent management teams to develop and deliver a strategy
for performance improvement and/or strategic and operational enhancements.
The Directors believe that their broad, collective experience, together with
their extensive network of contacts, will assist them in identifying,
evaluating and funding suitable acquisition opportunities, particularly in the
precious and base metals sector, where the Directors believe that their
experience will enable value creation. External advisers and professionals may
be engaged as necessary to assist with sourcing and due diligence of
prospective acquisition opportunities. The Directors may consider appointing
additional directors with relevant experience if the need arises.
Any evaluation relating to the merits of a particular Acquisition will be
based, to the extent relevant, on the above factors as well as other
considerations deemed relevant to the Company's business objective by the
Directors. In evaluating a prospective target company or business, the Company
expects to conduct a due diligence review which will encompass, among other
things, meetings with incumbent management and employees, document reviews,
inspection of facilities, as well as a detailed review of financial and other
information which will be made available. The time required to select and
evaluate a target company or business and to structure and complete the
Acquisition, and the costs associated with this process, are not currently
ascertainable with any degree of certainty.
The Company expects that the Acquisition will be to acquire a controlling
interest in a target company or business. The Company (or its successor) may
consider acquiring a controlling interest constituting less than the whole
voting control or less than the entire equity interest in a target company or
business if such opportunity is attractive; provided, the Company (or its
successor) would acquire a sufficient portion of the target entity such that
it could consolidate the operations of such entity for applicable financial
reporting purposes. Future complementary acquisitions may be non-controlling.
The determination of the Company's post-Acquisition strategy and whether any
Directors will remain with the combined company and, if so, on what terms,
will be made following the identification of the target company or business
but at or prior to the time of the Acquisition.
Results for the year and distributions
The results are set out in the Statements of Comprehensive Income. The total
comprehensive loss attributable to the equity holders of the Company for the
year was £259,694 (2020: £158,612).
The Company paid no distribution or dividends during the year.
Key performance indicators
At this stage in its development, the Company is focusing on the evaluation of
various resources projects. As and when the Company executes its first
substantial acquisition, financial, operational, health and safety and
environmental KPIs may become relevant and will be measured and reported as
appropriate. As such the only KPI the Company monitors is whether it can
successfully identify and secure an investment opportunity.
Position of Company's Business
As at 30 April 2022 the Company's statement of Financial Position shows net
assets totalling of £737,163 (2021: £141,388). The Company has minimal
liabilities and is considered to have a strong cash position at the report
date.
Employees
The Board of Directors (the "Board") contains personnel with a good history of
running businesses that have been compliant with all relevant laws and
regulations and there have been no instances of non-compliance in respect of
environmental matters.
At present, there are no female Directors in the Company. The Company has
one executive director and two non-executive directors.
Principal risks and uncertainties
The Company operates in an uncertain environment and is subject to a number of
risk factors. The Directors consider the following risk factors to be of
particular relevance to the Company's activities and to any investment in the
Company. It should be noted that the list is not exhaustive and that other
risk factors not presently known or currently deemed immaterial may apply.
Issue Risk/Uncertainty Mitigation
Unproven business model The Company is a newly formed entity with no operating history. Although the The management team has experience in acquiring, investing in and/or managing
Company announced on June 2022 that it has entered into a binding Heads of companies in the sector. External advisers with specific related knowledge and
Terms with regard to the possible acquisition of 100% of the share capital of experience have been brought in to support the Board.
AUC Mining (U) Limited ("AUC"), there is a risk that the acquisition might
not be completed or that the acquisition mightnot create value for
shareholders.
The Company relies on the experience and talent of its management and advisers The Company is dependent on the Directors to identify potential acquisition All members of the Board have shareholdings in the Company and the one
opportunities and to execute an acquisition and the loss of the services of Executive Director has a significant shareholding in the Company.
the Directors could materially adversely affect the Company's strategy or
ability to deliver upon it in a timely manner or at all.
The Company is unable to complete any acquisitions The Company may be unable to complete an acquisition in a timely manner or at The Board is clear that all acquisitions and investments completed by the
all or to fund the operations of the target business if it does not obtain Company will provide substantial returns for shareholders which will support
additional funding following completion of an acquisition. the funding requirements.
Raising funding The Company may need to raise substantial additional capital in the future to It is anticipated that a reverse acquisition will take place and that funds
fund any acquisition and future revenues, taxes, capital expenditures and will be raised for the enlarged business in conjunction with the acquisition.
operating expenses will all be factors which will have an impact on the amount The Company monitors its cash requirements carefully and the net proceeds from
of additional capital required. Any additional equity financing may be the share issues have been conserved as much as possible pending completion of
dilutive to Shareholders and debt financing, while widely available, may an acquisition.
involve restrictions on financing and operating activities.
The Company may be subject to changes in regulation affecting the minning The Company may be subject to regulatory risks, in particular The Company monitors legislative and regulatory changes and alters its
sector. competition,data, and publishing regulations following an acquisition. business practices where appropriate. In the event that the Company becomes
subject to specific regulation regarding its activities either before or after
an acquisition, the Company will put in place such procedures as are necessary
to ensure it complies with such regulation.
Financial risk management
The Company's principal financial instruments comprise cash balances, accounts
payable and accounts receivable arising in the normal course of its
operations.
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.
In order to maintain or adjust the capital structure, the Company may adjust
the amount of dividends paid to shareholders, return capital to shareholders,
issue new shares or sell assets to reduce debt.
As at 30 April 2022 there is no significant exposure to liquidity or price
risk, the only credit risk applicable is over the cash balance which is held
with a reputable bank.
Section 172 Statement
Under section 172 of the Companies Act 2006 ("Section 172"), a director of a
company must act in a way that they consider, in good faith, and would most
likely promote the success of the company for the benefit of its members as a
whole, taking into account the non-exhaustive list of factors set out in
Section 172.
Section 172 also requires directors to take into consideration the interests
of other stakeholders set out in Section 172(1) in their decision making.
The Company, as a special purpose acquisition vehicle seeking an acquisition
that: has yet to complete an acquisition; has no employees; and has a Board
and business which came together in conjunction with the Company's listing on
the LSE Main Market in August 2021, has had relatively little interaction with
its members and internal stakeholders during the period from Admission to 30
April 2022 (the "Reporting Period"). The Board believes they have acted on the
way most likely to promote the success of the Company for the benefit of its
members as a whole, as required by section 172.
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 Reporting Period. Engagement with our members plays an
essential role throughout our business. We are cognisant of fostering an
effective and mutually beneficial relationship with our members. Our
understanding of our members is factored into boardroom discussions and
decisions regarding the potential long-term impacts of our strategic
decisions.
Post the Reporting Period end, the Directors have continued to have regard to
the interests of the Company's stakeholders, including the potential impact of
its future activities and acquisition strategy on the community, the
environment and the Company's reputation, when making decisions. The Directors
also continue to take all necessary measures to ensure the Company is acting
in good faith and fairly between members and is promoting the success of the
Company for its members in the long term.
As outlined above, the Company did not retain any employees during the
Reporting Period and therefore this Section 172 statement does not make
reference to how we consider their interests. The Company will monitor the
need to incorporate the interests of employees in its decision making as the
Company grows.
The table below acts as our Section 172 statement by setting out the key
stakeholder groups, their interests and how the Company engages with them.
Given the importance of stakeholder focus, long-term strategy and reputation
to the Company, these themes are also discussed throughout this Annual Report.
Stakeholder Their interests How we engage
Investors · Comprehensive review of financials · Regular reports and analysis on investors and shareholders
· Business sustainability · Annual Report
· High standard of governance · Company website
· Success of the business · Shareholder circulars
· Ethical behaviour · AGM
· Awareness of long-term strategy and direction · RNS announcements
· Press releases
Regulatory bodies · Compliance with regulations · Company website
· Company reputation · RNS announcements
· Insurance · Annual Report
· Direct contact with regulators
· Compliance updates at Board Meetings
· Consistent risk review
Partners · Business strategy · Meetings and negotiations
· Application of acquisition strategy · Reports and proposals
· Dialogue with third party stakeholders where appropriate
The Company had no trading activity during the year ended.
The Company follows international best practice on environmental aspects of
our work.
This report was approved and authorised for issue by the board and signed on
its behalf by:
Cameron Pearce
Director
26 July 2022
Directors' Report for the year ended 30 April 2022
Cameron Pearce (Chief Executive Officer)
Cameron Pearce is an Australian citizen and has extensive professional and
management experience in both the Australian and United Kingdom finance
industries. Providing corporate, strategic, financial and advisory assistance
to private and public companies in both Australia and the United Kingdom. With
over twenty years of experience in senior financial and management positions
he brings a wealth of knowledge in both publicly listed and private
enterprises. Providing partnerships in Australia, Europe, Asia, Africa and
Central America.
Mr Pearce is a member of the Australian Institute of Chartered Accountants. He
is currently a Director at Blencowe Resources plc
(https://blencoweresourcesplc.com/) , and Stallion Resources plc
(https://www.stallionresources.com/) . He was previously Chairman at Emmerson
plc (https://www.emmersonplc.com/) and CEB Resources plc and a Director at
Magnolia Resources Limited and Polish Coal Resources plc.
Winton William Willesee (Non-Executive Chairman)
Winton Willesee is an experienced company director with particular experience
with publicly listed companies.
Mr Willesee has considerable experience with publicly listed and other
companies over a broad range of industries having been involved with many
successful ventures from early stage through to large capital development
projects.
Mr Willesee is also currently director of five ASX listed companies and has
previously held the role with a number of others including a UK listed company
over his career. Currently the director of the following ASX listed
companies; Chairman of New Zealand Coastal Seafoods Limited, a secondary
producer of premium seafood products in New Zealand, a director of Hygrovest
Limited (https://www.mmjgh.com.au/) , a listed investment company specialising
in high growth investments, Nanollose Limited, (https://nanollose.com/) a
company developing a unique and patented eco-friendly fibre for the clothing
industry and other uses, Neurotech International Limited, a company
researching and developing treatments for neurological disorders,
and Chairman of UUV Aquabotix, a shell company acquiring a fintech business
in an RTO transaction.
He is also a Fellow of the Financial Services Institute of Australasia, a
Fellow of the Governance Institute of Australia and the Institute of Chartered
Secretaries and Administrators. Also a Graduate member of the Australian
Institute of Company Directors, and a Member of CPA Australia.
Mr Willesee has a Master of Commerce, a Post-Graduate Diploma in Business
(Economics and Finance). Additionally, Graduate Diplomas in Applied Finance
and Investment, Applied Corporate Governance, Education and a Bachelor of
Business.
Daniel Rootes (Non-Executive Director)
Daniel is based in Perth, Australia and has 10 years of experience working in
the Finance industry. Having extensive experience with hedge funds, family
offices and wealth managers and road-showing companies in Singapore and Hong
Kong. This experience provides Citius Resources Plc excellent exposure into
Asia corporately and to future investors.
Over the past 5 years, Daniel has spent his time
marketing listed companies to investors. During this period he
has built up a strong network and developed relationships with corporate
advisers, wealth managers, mainstream media and marketing
companies striving to get the best results. Prior to that,
he worked for Colonial First State in Sydney, executing trades for some of
the largest funds in Australia.
The Directors present their report with the audited financial statements for
the year ended 30 April 2022. A review of the business and results of the
Company for the year is contained in the strategic report, which should be
read in conjunction with this report.
The Directors present their report with the audited financial statements for
the year ended 30 April 2022. A review of the business and results of the
Company for the year is contained in the strategic report, which should be
read in conjunction with this report.
Directors
The Directors who held office during the year and to the date of this report,
together with details of their interest in the shares of the Company at 30
April 2022 and the date of this report were:
Number of Ordinary Number of Share Options
Shares
Cameron Pearce 6,000,000 950,000
Daniel Rootes 1,000,000 950,000
Winton Willesee 3,000,000 950,000
Details of the Directors' fees are given in note 6 to the accounts.
Directors' indemnities
As the Company has no trading at the moment, there is not a third-party
indemnity policy in place at the date of this financial statements.
Going Concern
The Directors have reviewed the Company's ongoing activities including its
future intentions in respect of acquisitions and having regard to the
Company's existing working capital position and its ability to potentially
raise finance, if required, the Directors are of the opinion that the Company
has adequate resources to enable it to continue in existence for a period of
at least 12 months from the date of these financial statements.
Corporate Governance
The Governance report forms part of the Directors' report and is disclosed
within..
Policy for new appointments
Without prejudice to the power of the Company to appoint any person to be a
Director pursuant to the Articles the Board shall have power at any time to
appoint any person who is willing to act as a Director, either to fill a
vacancy or as an addition to the existing Board, but the total number of
Directors (other than alternate directors) must not be less than two and must
not be more than 15 in accordance with the Articles. Any Director so appointed
shall hold office only until the annual general meeting of the Company next
following such appointment and shall then be eligible for re-election but
shall not be taken into account in determining the number of Directors who are
to retire by rotation at that meeting. If not re-appointed at such annual
general meeting, he shall vacate office at the conclusion thereof.
Rules for amendment of articles
Directors cannot alter the Company's Articles unless a special resolution is
approved by the shareholders. A special resolution requires at least 75% of a
company's members to vote in favour for it to pass.
Substantial shareholders
No single person directly or indirectly, individually or collectively,
exercises control over the Company. The Directors are aware of the following
persons, who had an interest in 3% or more of the issued ordinary share
capital of the Company as at 08 July 2022:
% of issued share capital of the Company
Shareholder
JIM Nominees Limited 44.24%
HSBC Global Custody Nominee (UK) Limited 13.87%
Azalea Family Holdings 6.94%
Pershing Nominees Limited 5.78%
West End Ventures Pty Ltd 3.85%
Peel Hunt Holdings Limited 3.78%
ISI Nominees Limited 3.58%
Financial risk management
The Company's major financial instruments include bank balances, trade and
other payables and accrued expense. Details of these financial instruments are
disclosed in respective notes. The risks associated with these financial
instruments, and the policies on how to mitigate these risks are set out
below. The management manages and monitors these exposures to ensure
appropriate measures are implemented on a timely and effective manner.
Greenhouse Gas (GHG) Emissions
The Company is aware that it needs to measure its operational carbon footprint
in order to limit and control its environmental impact. However, given the
very limited nature of its operations during the year under review, it has not
been practical to measure its carbon footprint.
In the future, once trading has commenced following an acquisition, the
Company will measure the impact of its direct activities, as the full impact
of the entire supply chain of its suppliers cannot be measured practically.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Directors' Report and the
Financial Statements in accordance with applicable law and regulations. In
addition, the Directors have elected to prepare the financial statements in
accordance with UK-adopted International Accounting Standards ("IFRS") and the
Companies Act 2006.
The Financial Statements are required to give a true and fair view of the
state of affairs of the Company and of the profit or loss of the Company for
that year.
In preparing these 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 particulars transactions, other events and conditions on the entity's
financial position and financial performance; and
· make an assessment of the Company's ability to continue as a going
concern.Statement of Directors' responsibilities (continued)
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time its financial position of the Company 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 Company and to prevent and detect fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation governing the preparation and dissemination of financial
statements may differ from one jurisdiction to another.
We confirm that to the best of our knowledge:
· the financial statements, prepared in accordance with UK-adopted
International Accounting Standards and the Companies Act 2006, give a true and
fair view of the assets, liabilities, financial position and profit or loss of
the Company for the period;
· the Directors' report includes a fair review of the development
and performance of the business and the position of the company, together with
a description of the principal risks and uncertainties that they face;
· 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.
Dividends
Directors do not recommend a final dividend (2021: nil).
Embed effective risk management, considering both opportunities and threats,
throughout the organisation
The Directors are responsible for maintaining the Company's systems of
controls and risk management in order to safeguard its assets.
Risk is monitored and assessed by the Board who meet regularly and are
responsible for ensuring that the financial performance of the Company is
properly monitored and reported. This process includes reviews of annual and
interim accounts, regulatory market announcements, internal control systems,
procedures and accounting policies.
The Board receives guidance from FIM Capital Limited, the Administration to
the Company, covering updates to relevant legalisation and rules to ensure
they remain fully informed and able to make informed decisions.
Subsequent events
Please see note 16 for details of the Company's subsequent events.
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.
Disclosure of Information to Auditors
So far as the Directors are aware, there is no relevant audit information of
which the Company's auditors are unaware, and each Director has taken all the
steps that 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 auditors
are aware of that information.
This report was approved and authorised for issue by the Board and signed on
its behalf by:
Cameron Pearce
Director
26 July 2022
Directors' Remuneration Report for the year ended 30 April 2022
Dear Shareholders,
On behalf of the Board, I am pleased to present our first Remuneration Report.
It has been prepared in accordance with the requirements of The Large and
Medium-sized Companies and Groups (Accounts and Reports) (Amendment)
Regulations 2013 (the Regulations) and, after this introductory letter, is
split into two areas: the Remuneration Policy and the Annual Report on
Remuneration.
Citius Resources Plc was incorporated on 15 April 2020 and was admitted to the
Official List and to trading on the Main Market of the London Stock Exchange
on 25 August 2021. Since the listing, the Company has been a cash shell
seeking to make acquisitions in the mining sector.
At present the Company has three directors, one executive and two
non-executives, and no employees. We outlined in our Admission prospectus that
prior to completing an acquisition the directors will be paid nominal annual
amounts of £36,000 for executive directors and £6,000 for non-executive
directors until such time the Company completes its first acquisition. No
other remuneration has been paid or will be paid during this initial period.
While the Company is a cash shell and has limited remuneration arrangements,
it is required to comply with the Regulations. Given the date of the Company's
incorporation and the limited nature of the Company's remuneration
arrangements, much of the Regulations are not applicable and we have stated
this in the relevant sections of this report. The Remuneration Report will be
put to an advisory resolution.
Until the Acquisition is made, the Company will not have nomination committee.
The Board as a whole will instead review its size, structure and composition,
the scale and structure of the Directors' fees (taking into account the
interests of Shareholders and the performance of the Company). Following the
Acquisition, the Board intends to put in place nomination committee.
I look forward to setting out a more detailed policy once we are in a position
to complete our first acquisition.
Cameron Pearce
Director
26 July 2022
Corporate Governance
As at the date of this Document, the Company complies with the corporate
governance regime as set out below.
The Company intends to voluntarily observe the requirements of the UK
Corporate Governance Code, save as set out below. As at the date of this
Document the Company is, and at the date of Admission will be, in compliance
with the UK Corporate Governance Code with the exception of the following:
· Given the composition of the Board, certain provisions of the UK
Corporate Governance Code (in particular the provisions relating to the
division of responsibilities between the Chairman and chief executive and
executive compensation), are considered by the Board to be inapplicable to the
Company.
· In addition, the Company does not comply with the requirements of
the UK Corporate Governance Code in relation to the requirement to have a
senior independent director and the Board's committees will not, at the
outset, have three independent non-executive directors.
· The UK Corporate Governance Code also recommends the submission
of all directors for re-election at annual intervals. No Director will be
required to submit for re-election until the first annual general meeting of
the Company following the Acquisition.
Until the Acquisition is made, the Company will not have a nomination,
remuneration, audit or risk committees. The Board as a whole will instead
review its size, structure and composition, the scale and structure of the
Directors' fees (taking into account the interests of Shareholders and the
performance of the Company), take responsibility for the appointment of
auditors and payment of their audit fee, monitor and review the integrity of
the Company's financial statements and take responsibility for any formal
announcements on the Company's financial performance. Following the
Acquisition, the Board intends to put in place nomination, remuneration, audit
and risk committees.
During the year, the members of the Board attend the following Board meetings;
Member Meetings attended
Cameron Pearce Executive Director 3
Daniel Rootes Non-Executive Director 4*
Winton Willesee Non-Executive Director 4
*Daniel Rootes was represented by a non-member of the Board during one of the
Board meetings.
As at the date of this Document, the Board has a share dealing code that
complies with the requirements of the Market Abuse Regulations. All persons
discharging management responsibilities (comprising only the Directors at the
date of this Document) shall comply with the share dealing code from the date
of Admission.
Following the Acquisition and subject to eligibility, the Directors may, in
future, seek to transfer the Company from a Standard Listing to either a
Premium Listing or other appropriate listing venue, based on the track record
of the company or business it acquires, subject to fulfilling the relevant
eligibility criteria at the time. However, in addition to or in lieu of a
Premium Listing, the Company may determine to seek a listing on another stock
exchange. Following such a Premium Listing, the Company would comply with the
continuing obligations contained within the Listing Rules and the Disclosure
Guidance and Transparency Rules in the same manner as any other company with a
Premium Listing.
Voluntary compliance with Listing Rules
The Company will comply with the Listing Principles set out in Chapter 7 of
the Listing Rules at Listing Rule 7.2.1 which apply to all companies with
their securities admitted to the Official List. In addition, the Company will
also comply with the Listing Principles at Listing Rule 7.2.1A notwithstanding
that they only apply to companies which obtain a Premium Listing on the
Official List. Therefore, the Company shall:
· take reasonable steps to enable its directors to understand their
responsibilities and obligations as directors;
· act with integrity towards its shareholders and potential
shareholders;
· ensure that each class of shares that is admitted to trading
shall carry an equal number of votes on any shareholder vote. The Company
currently only has one class of Shares and the Articles which are summarised
in paragraph 7 of Part VIII, confirms that each Share carries the right to
vote;
· ensure that it treats all holders of the same class of shares
equally in respect of the rights attaching to those shares; and
· communicate information to its shareholders and potential
shareholders in such a way as to avoid the creation or continuation of a false
market in those shares.
Opinion
We have audited the financial statements of Citius Resources Plc for the year
ended 30 April 2022 which comprise the Statement of comprehensive income,
Statement of financial position, Statement of changes in equity, Statement of
cash flow and notes to the financial statements, including significant
accounting policies. The financial reporting framework that has been applied
in their preparation 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 30 April 2022 and of its loss for the year then ended;
· have been properly prepared in accordance with UK-adopted
International Accounting Standards; and
· 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 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.
Conclusions relating to going concern
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:
· Obtaining management's going concern assessment and challenging,
where appropriate, the assumptions used;
· Testing the mathematical accuracy of the model used by management
in their assessment;
· Considering the reasonableness of those models, including
comparison to actual results achieved in the year and the evaluation of
downside sensitivities; and
· Discussing with management and evaluating their assessment of the
company's liquidity requirement.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Company's ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
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 £15,000 (2021: £7,500), based on 2% of
total assets.
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. We determined performance materiality to be £10,500 (2021:
£5,250).
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 Audit Committee to report all identified errors in excess
of £1,000 (2021: £500). 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 approach was developed by obtaining an understanding of the
company's activities, the key functions undertaken on behalf of the Board by
management and the overall control environment. Based on this understanding we
assessed those aspects of the company transactions and balances which were
most likely to give rise to a material misstatement and were most susceptible
to irregularities including fraud or error. Specifically, we identified what
we considered to be key audit matter and planned our audit approach
accordingly.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
year and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These matters included 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.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
The only matter we identified as a key audit matter was in relation to going
concern. Refer to 'Conclusion relating to going concern' for our audit
procedures and conclusion relating to going concern.
Our audit procedures in relation to this matter was 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
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 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, 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 within
which 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 taxation legislation.
We identified the greatest risk of material impact on the financial statements
from irregularities, including fraud, to be the override of controls by
management and valuation of issued share warrants. Our audit procedures to
respond to these risks included enquiries of management about their own
identification and assessment of the risks of irregularities, sample testing
on the posting of journals, reviewing accounting estimates for biases
corroborating balances recognised to supporting documentation on a sample
basis and ensuring accounting policies are appropriate under the relevant
accounting standards and applicable law.
Owing to the inherent limitations of an audit, there is an unavoidable risk
that we may not have detected some material misstatements in the financial
statements, even though we have properly planned and performed our audit in
accordance with auditing standards. We are not responsible for preventing
non-compliance and cannot be expected to detect non-compliance with all laws
and regulations.
These inherent limitations are particularly significant in the case of
misstatement resulting from fraud as this may involve sophisticated schemes
designed to avoid detection, including deliberate failure to record
transactions, collusion or the provision of intentional misrepresentations.
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
(https://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 Board on 21 June 2021 to audit the financial
statements for the period ending 30 April 2021 and subsequent periods. Our
total uninterrupted period of engagement is two years, covering the periods
ending 30 April 2021 to 30 April 2022.
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 board as a
whole.
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.
Stephen Bullock
Senior Statutory Auditor
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
55 Ludgate Hill
London
EC4M 7JW
Statement of Comprehensive Income for the year ended 30 April 2022
30 April 2022 15 April 2020 to
30 April 2021
Notes GBP GBP
Administrative fees and other expenses 5 (259,694) (158,612)
Operating loss (259,694) (158,612)
Finance costs - -
Loss before tax (259,694) (158,612)
Income tax 8 - -
Loss for the year and total comprehensive loss for the year (259,694) (158,612)
Basic and diluted loss per share (pence) 9 (0.69) (1.05)
There was no other comprehensive income for the year ended on 30 April 2022.
Statement of Financial Position as at 30 April 2022
Notes 2022 2021
GBP GBP
Current assets
Other receivables 20,075 18,000
Cash and cash equivalents 757,103 367,888
Total current assets 777,178 385,888
Current liabilities
Trade and other current liabilities 10 40,015 244,500
Total current liabilities 40,015 244,500
Net assets 737,163 141,388
Equity
Share capital 11 216,250 91,667
Share Premium 11 921,797 208,333
Share option reserve 12 17,422 -
Retained earnings (418,306) (158,612)
Total equity 737,163 141,388
The financial statements were approved and authorised for issue by the Board
of Directors on 26 July 2022 and were signed on its behalf by:
Cameron Pearce
Winton
Willesee
Director
Director
Statement of Changes in Equity for the year ended 30 April 2022
Share Share premium Share option reserve Retained earnings Total
capital equity
GBP GBP GBP GBP GBP
Balance as at 15 April 2020 on incorporation 1 - - - 1
Total comprehensive loss - - - (158,612) (158,612)
Contributions from equity holders
New shares issued (note 11) 91,666 208,333 - - 299,999
Total contributions from equity holders 91,666 208,333 - - 299,999
Balance as at 30 April 2021 91,667 208,333 - (158,612) 141,388
Total comprehensive loss - - - (259,694) (259,694)
Contributions from equity holders
New shares issued (note 11) 124,583 785,417 - - 910,000
Share issue cost - (71,953) - - (71,953)
Issue of share options/warrants - - 17,422 - 17,422
Total contributions from equity holders 124,583 713,464 17,422 - 855,468
Balance as at 30 April 2022 216,250 921,797 17,422 (418,306) 737,163
Statement of Cash Flows for the year ended 30 April 2022
Notes 2022 2021
GBP GBP
Operating activities
Loss after tax (259,694) (158,612)
Issue of share options/warrants 12 17,422 -
Changes in working capital
Decrease in trade and other receivables (2,075) (18,000)
Increase in trade and other payables 10 10,015 30,000
Net cash flows from operating activities (234,332) (146,612)
Financing activities
Shares issued (net of issue costs) 11 623,215 300,000
Cash received in advance of share issues - 214,500
Net cash flows from financing activities 623,215 514,500
Increase in cash and cash equivalents 389,215 367,888
Cash and cash equivalents as at the beginning of the year 367,888 -
Cash and cash equivalents at 30 April 757,103 367,888
Notes to the Financial Statements for the year ended 30 April 2022
1. General
Citius Resources Plc (the "Company") is a public limited company limited by
shares incorporated and registered in England and Wales on 15 April 2020 (as
Citius Resources Limited, the name was changed to Citius Resources Plc on 3
August 2020) with registered company number 12557958 and its registered office
situated in England and Wales with its registered office at 1 King Street,
Office 3.05, London, England, EC2V 8AU.
The Company did not trade during the year under review.
2. Accounting Policies
2.1 Basis of preparation
The principal accounting policies applied in the preparation of the Company's
financial statements are set out below. These policies have been
consistently applied to the year presented, unless otherwise stated.
The Company's financial statements have been prepared in accordance with
UK-adopted International Accounting Standards and the Companies Act 2006. The
Company's financial statements have been prepared on a historical cost basis.
The Company's financial statements are presented in £, which is the Company's
functional currency. All amounts have been rounded to the nearest pound,
unless otherwise stated.
2.2 Standards and interpretations issued but not yet applied
The following were new standards and amendments issued or amended by the UK
Endorsement Board or the IASB which are relevant to the Company and are
effective for annual periods commencing on or after 1 April 2021:
· Interest Rate Benchmark Reform - Phase 2
(Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
· COVID-19-Related Rent Concessions (Amendment to
IFRS 16)
· COVID-19-Related Rent Concessions beyond 30 June
2021 (Amendment to IFRS 16)
Adoption of these new and amended standards has had no material impact on the
financial statements of the Company.
Accounting Standards or interpretations, not yet early adopted
A number of new standards, amendments to existing standards and
interpretations which have been issued or amended by IASB, are not yet
effective and have not been applied in preparing these financial statements.
The Directors are considering the standards, however, at this time they are
not expected to have a material impact on the Company.
2.3 Going concern
The Company's business activities, together with the factors likely to affect
its future development, performance and positions are set out in the Strategic
Report.
The Company is an investment company, and currently has no income stream until
a suitable acquisition is acquired, it is therefore dependent on its cash
reserves to fund ongoing costs.
The Directors have reviewed the Company's ongoing activities including its
future intentions in respect of acquisitions and having regard to the
Company's existing working capital position and its ability to potentially
raise finance, if required, the Directors are of the opinion that the Company
has adequate resources to enable it to continue in existence for a period of
at least 12 months from the date of these financial statements.
2.4 Comparative figures
The comparative figures have been presented as the Company Financial
Statements cover the Company's figures for the period from incorporation 15
April 2020 to 30 April 2021.
3. Significant accounting policies
The principal accounting policies applied in the preparation of these
financial statements are set out below:
3.1 Foreign currency
Transactions in foreign currencies are translated to the functional currency
at the exchange rates ruling at the dates of the transactions. Monetary
assets and liabilities denominated in foreign currencies at the reporting date
are retranslated to the functional currency at the exchange rate at that date.
Exchange differences arising on translation are recognised in profit or
loss.
3.2 Earnings per share
Basic EPS is calculated by dividing the profit or loss attributable to
ordinary shareholders of the Company by the weighted average number of
ordinary shares outstanding during the year. Diluted EPS is calculated by
adjusting the earnings and number of shares for the effects of dilutive
potential ordinary shares.
3.3 Income tax
Income tax expense comprises current tax and deferred tax.
Current income tax
Current tax is recognised in profit or loss except to the extent that it
relates to a business combination, or items recognised directly in equity or
in other comprehensive income.
Deferred income tax
Deferred income tax is recognised on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the
financial statements. Deferred income tax assets and liabilities are
measured on an undiscounted basis at the tax rates that are expected to apply
to the year when the related asset is realised or the liability is settled,
based on tax rates (and tax laws) that have been enacted or substantively
enacted at the date of the statement of financial position.
3.4 Cash and cash equivalents
Cash and cash equivalents comprises of cash on hand and demand deposits.
3.5 Financial instruments
Financial assets
Financial assets are classified as financial assets at fair value through
profit or loss, loans and receivables, held-to-maturity financial assets and
available-for-sale financial assets, as appropriate. The Company determines
the classification of its financial assets at initial recognition. When
financial assets are recognised initially, they are measured at fair value,
plus, in the case of investments not at fair value through profit or loss,
directly attributable transaction costs. Financial assets are derecognised
only when the contractual rights to the cash flows from the financial asset
expire or the Company transfers substantially all risks and rewards of
ownership.
The Company's financial assets consist of other receivables and cash and cash
equivalents. Other receivables are recognised initially at fair value and
subsequently measured at amortised cost. Cash and cash equivalents include
cash in hand, deposits held at call with banks and other short-term highly
liquid investments with original maturities of three months or less. They are
subsequently measured at amortised cost. The Company assesses on a
forward-looking basis the expect credit losses, defined as the difference
between the contractual cash flows and the cash flows that are expected to be
received.
Financial liabilities and equity
Liabilities are classified as financial liabilities at fair value through
profit or loss or other liabilities, as appropriate. A financial liability is
derecognised when the obligation under the liability is discharged or
cancelled or expires.
Financial liabilities included in trade and other payables are recognised
initially at fair value and subsequently at amortised cost. The fair value of
a non-interest bearing liability is its discounted repayment amount. If the
due date of the liability is less than one year, discounting is omitted.
Shares are classified as equity when there is no obligation to transfer cash
or other assets. Incremental costs directly attributable to the issue of new
shares are shown in equity as a deduction, net of tax, from the proceeds.
3.6 Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of ordinary shares are recognised as a deduction
from equity, net of any tax effects. Dividend distribution to the Company's
shareholders is recognised as a liability in the Company's financial
statements in the year in which the dividends are approved by the Board.
3.7 Share based payments
Equity-settled share awards are recognised as an expense based on their fair
value at date of grant. The fair value of equity-settled share options is
estimated through the use of option valuation models - which require inputs
such as the risk-free interest rate, expected dividends, expected volatility
and the expected option life - and is expensed over the vesting period. Please
see note 12 for further information regarding share based assumptions.
4. Critical accounting estimates and judgments
In preparing the Company financial statements, the Directors have to make
judgments on how to apply the Company's accounting policies and make estimates
about the future. The following are the critical judgements, apart from
those involving estimations, that the directors have made in the process of
applying the accounting policies and that have a significant effect on the
amounts recognised in the financial statements.
Share based payments
The grant date fair value of such options is calculated using Black-Scholes
model whose input assumptions are derived from market and other internal
estimates. The key estimates include volatility rates and the expected life of
the options, together with the likelihood of non-market performance conditions
being achieved.
5. Administrative fee and other expenses
30 April 2022 30 April 2021
GBP GBP
Directors' remuneration (note 6) 48,000 56,500
Professional fees 140,259 80,000
Audit fees 30,000 12,000
Administration fees 12,310 9,000
Warrant costs 17,422 -
Miscellaneous fees 11,703 1,112
Total 259,694 158,612
The company did not employ any staff during the year other than Directors. The
Directors are the only members of key management and their remuneration
related solely to short term employee benefits.
6. Directors remuneration
30 April 2022 15 April to
30 April 2021
GBP GBP
Directors fees 48,000 56,500
7. Employees
Number of employees
The average monthly number of employees (including Directors) during the year
was:
30 April 2022 15 April to
30 April 2021
Number Number
Directors 3 3
3 3
Employment costs
30 April 2022 15 April to
30 April 2021
GBP GBP
Remuneration for qualifying services 48,000 56,500
8. Taxation
Analysis of charge in the year 30 April 2022 15 April to
30 April 2021
GBP GBP
Current tax:
UK Corporation tax on loss for the year - -
Deferred tax - -
Tax on loss on ordinary activities - --
Loss on ordinary activities before tax (259,694) (158,612)
Less non-deductible expenditure 17,422 -
Total taxable loss (242,272) (158,612)
Loss on ordinary activities multiplied by rate of corporation tax in the UK of (46,032) (30,136)
19%
Tax losses carried forward (46,032) (30,136)
Current tax charged - -
Total tax losses available to be carried forward is £76,168 (2021: £30,136).
No deferred tax assets have been recognised due to the uncertainty of future
profits.
9. Loss per share
The calculation of the basic and diluted loss per share is based on the
following data:
30 April 2022 30 April 2021
Earnings
Loss from continuing operations for the year attributable to the equity (259,694) (158,612)
holders of the Company
Number of shares
Weighted average number of Ordinary Shares for the purpose of basic and
diluted earnings per share
37,423,744 15,092,141
Basic and diluted loss per share (pence) (0.69) (1.05)
There are no potentially dilutive shares in issue.
10. Creditors: Amounts falling due within one year
30 April 2022 30 April 2021
GBP GBP
Trade payables 7,916 18,000
Cash received in advanced - 214,500
Accruals 32,099 12,000
Total 40,015 244,500
11. Share capital
Number of shares issued Nominal value per share Share Share premium Total share capital
capital
GBP GBP GBP GBP
On incorporation 200 0.005 1 - 1
Issue of ordinary shares 1 8,333,334 0.005 41,667 208,333 250,000
Issue of ordinary shares 2 9,999,800 0.005 49,999 - 49,999
At 30 April 2021 18,333,334 91,667 208,333 300,000
Issue of ordinary shares 3 8,666,665 0.005 43,333 216,667 260,000
Issue of ordinary shares 4 16,250,001 0.005 81,250 568,750 650,000
Share issue cost - (71,953) (71,953)
At 30 April 2022 43,250,000 216,250 921,797 1,138,047
The Company was incorporated on 15 April 2020. On incorporation, one
Ordinary Share was issued at the par value of £1.
On 16 April 2020, the Company changed the share structure from one Ordinary
Share of nominal value £1 to 200 Ordinary Shares of nominal value £0.005.
On 19 June 2020 8,333,334 Ordinary Shares were issued at a price of £0.03.
For every two Ordinary Shares subscribed for, the Company shall issue to
such Subscriber a warrant to acquire one Ordinary Shares for a period of 4
years from the IPO date at a price of £0.04 per Ordinary Share.
On 23 June 2020 the Company issued a further 9,999,800 Ordinary Shares at
£0.005 each.
On 26 May 2021, the Company issued 8,666,665 Ordinary Shares at £0.03 each.
For every to Ordinary Shares subscribed for, the Company shall issue to such
Subscribers a warrant to acquire one Ordinary Shares for a period of 4 years
from the IPO date at a price of £0.03 per Ordinary Share.
On 25 August 2021, the Company was admitted to the London Stock Exchange and
as part of the Company's IPO, 16,250,001 Ordinary Shares were issued as £0.04
each. 2,250,001 of these shares were given to consultants ("consultant
shares") and 14,000,000 were acquired by shareholders ("placing shares"). For
every two of the placing Ordinary Shares subscribed for, the Company issued to
such Subscribers a warrant to acquire one Ordinary Share for a period of 3
years from admission as a price of £0.06 each.
All the shares issued, with same nominal values, are classed as Ordinary
Shares and have same rights attached to them.
12. Share based payments
Warrants
The following warrants were issued in exchange for a good or service:
30 April 2022
Number of warrants Weighted Average exercise price
Outstanding on 1 May - -
Issued during the year 1,333,333 3.62p
Outstanding on 30 April 1,333,333 3.62p
Weighted average remaining contractual life 2.32 years
The warrants have vested on grant and have been recognised in full upon issue.
If the warrants remain unexercised after a period of three years from the date
of grant, they will expire. The holder may exercise the subscription right at
any time within the subscription period.
The above warrants were valued using the Black Scholes valuation method. The
assumptions used are detailed below. The expected future volatility has been
determined by reference to the average volatility of similar entities:
Warrants 30 April 2022
Weighted Average Share Price 4p
Weighted Average Exercise Price 3.62p
Expected Volatility 51%
Expected Life 3 years
Risk-free Rate 0.59%
Expected Dividend Nil
Weighted Average Fair Value (GBP) 17,422
In addition to the above, the Company has issued warrants to subscribe for
ordinary shares as part of equity fundraise transactions. On 16 August 2021
the Company granted 13,500,000 warrants to subscribe for ordinary shares at 4p
per share to pre-IPO investors. On Admission on 25 August 2021, the Company
granted a further 7,000,000 warrants to subscribe for ordinary shares at 6p
per share to placees. The following investor warrants were issued which fall
outside the scope of IFRS 2:
30 April 2022
Number of warrants Weighted Average exercise price
Outstanding on 1 May - -
Issued during the year 13,500,000 4.0p
Issued during the year 7,000,000 6.0p
Outstanding on 30 April 20,500,000 4.68p
Weighted average remaining contractual life 2.32 years
The warrants have vested on grant and have been recognised in full upon issue.
If the warrants remain unexercised after a period of three years from the date
of grant, they will expire. The holder may exercise the subscription right at
any time within the subscription period.
Deferred Tax
No deferred tax asset has been recognised in respect of warrants due to the
uncertainty of the future trading profits.
13. Financial instruments
13.1 Categories of financial instruments
30 April 2022 30 April 2021
GBP GBP
Financial assets
Trade and other receivables 20,075 18,000
Cash and cash equivalents 757,103 367,888
Financial liabilities
Trade and other payables 40,015 244,500
13.2 Financial risk management objectives and policies
The Company's major financial instruments include bank balances, trade and other payables and accrued expense. Details of these financial instruments are disclosed in respective notes. The risks associated with these financial instruments, and the policies on how to mitigate these risks are set out below. The management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.
Currency risk
As all monetary assets and liabilities and all transaction of Company are denominated in its functional currency, the director considers the Company is not exposed to significant foreign currency risk.
Liquidity risk
Liquidity risk is the risk of the Company being unable to meet its liabilities as they fall due. The Company manages liquidity risk by maintaining enough cash reserves and holding banking facilities, and by continuously monitoring forecast and actual cash flows.
14. Related party transactions
The are no related party transactions during the year except for the
Director's remuneration, which has been disclosed in note 6.
15. Ultimate controlling party
The Directors do not consider there to be an ultimate controlling party.
16. Events after the reporting date
On 9 June 2022 the Company announced that it has entered into a binding Heads
of Terms with regard to the possible acquisition of 100% of the share capital
of AUC Mining (U) Limited ("AUC"). AUC holds the Kamalenge Gold Project in
the Mubende Gold District, Uganda. The Project has the potential to be a large
and high-grade gold project based on preliminary due diligence of the
exploration work completed by the Company and its consultants.
Therefore, at the request of the Company, the FCA has suspended the Company's
listing on the standard segment of the Official List and trading on the Main
Market of the London Stock Exchange has also been suspended.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR BKABPQBKDQOBRecent news on Citius Resources
See all newsREG - Citius Resources PLC - Lodgement of Prospectus
AnnouncementREG - Citius Resources PLC - Half-year Report
AnnouncementREG - Citius Resources PLC - Project Update
AnnouncementREG - Citius Resources PLC - Result of AGM
AnnouncementREG - Citius Resources PLC - Annual Results 30 April 2023 & Notice of AGM
Announcement