REG - ACG Metals Ltd. - Interim Report and Results
30/09/2024 12:01
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240930:nRSd2639Ga&default-theme=true
RNS Number : 2639G ACG Metals Limited 30 September 2024
ACG METALS LIMITED
("ACG")
30 September 2024
INTERIM REPORT AND RESULTS
ACG Metals Limited ("ACG" or the "Company") is pleased to announce the release
of its Interim Financial Statements and Report for the period ended 30 June
2024, approved by the Board of Directors on 27 September 2024.
On 3 September 2024, ACG successfully completed the acquisition of the
Gediktepe Mine in Türkiye from Lidya Madencilik Sanayi ve Ticaret Anonim
Şirketi ("Lidya") and was subsequently re-admitted to trading on the London
Stock Exchange as ACG Metals Limited.
This landmark transaction establishes ACG as a premier copper miner on the
London Stock Exchange and provides the company with a significant platform for
the further acquisition of copper assets globally. As demand for copper
continues to rise, owing to the global energy transition and new technologies,
ACG is well-placed to capitalise.
The Gediktepe Mine is an operating open pit mine currently producing gold and
silver, which targets annual steady-state copper equivalent production of
20-25 kt from 2026 following a fully permitted sulphide expansion project. The
mine has a first-class in-country operating team and is supported by ACG's
senior leadership which brings a wealth of deep sector knowledge and an
extensive network of global industry contacts.
ACG was also pleased to announce the commencement of ongoing strategic
partnerships with both Lidya and its parent company Çalık Holding following
the Acquisition.
Artem Volynets, Chairman & CEO at ACG said:
"We were delighted to complete the acquisition of the Gediktepe mine in
Türkiye this month.
Currently producing gold and silver, Gediktepe will transition to primary
copper and zinc production following the completion of the planned sulphide
expansion project in 2026. The mine also possesses very attractive near-mine
exploration potential. We look forward to working with the mine's first-class
operations team to ensure its continued success over the months and years
ahead.
After our first successful acquisition, we are actively engaged in discussions
with several other exciting targets as we seek to rapidly deliver on our
vision to consolidate the copper sector through a series of roll-up
acquisitions."
The Interim Report and Results are set out below in its full unedited form.
For further information, please contact:
Palatine
Communications advisor
Conal Walsh / James Gilheany/ Kelsey Traynor/ Richard Seed
acg@palatine-media.com (mailto:acg@palatine-media.com)
About ACG:
ACG is a company with a vision to consolidate the critical metals industry,
starting with the copper sector. Through a series of roll-up acquisitions, ACG
intends to become a premier supplier of copper and other critical metals to
the western OEM supply chain, with best-in-class ESG and carbon footprint
characteristics.
ACG's team has extensive M&A experience built through decades spent at
blue-chip multinationals in the sector. The team brings a significant network
as well as a commitment to ESG principles and strong corporate governance.
For further information please visit: https://www.acgcorp.co/
(https://www.acgcorp.co/)
ACG Metals Limited
(formerly ACG Acquisition Company Limited)
UNAUDITED CONDENSED INTERIM REPORT & FINANCIAL STATEMENTS
For the six-month period ending 30 June 2024
ACG Metals Limited (formerly ACG Acquisition Company Limited)
CONTENTS
Page ref.
STRATEGIC REPORT AND CHAIRMAN'S STATEMENT (#_Toc178243413) . (#_Toc178243413)
(#_Toc178243413)
DIRECTORS' (#_Toc178243414) RESPONSIBILITIES STATEMENT (#_Toc178243414)
(#_Toc178243414)
UNAUDITED CONDENSED STATEMENT OF COMPREHENSIVE (#_Toc178243415) INCOME
(#_Toc178243415) (#_Toc178243415)
UNAUDITED CONDENSED STATEMENT OF FINANCIAL (#_Toc178243416) POSITION
(#_Toc178243416) (#_Toc178243416)
UNAUDITED CONDENSED STATEMENT OF CHANGES IN (#_Toc178243417) EQUITY
(#_Toc178243417) (#_Toc178243417)
UNAUDITED CONDENSED STATEMENT OF CASH (#_Toc178243418) FLOWS (#_Toc178243418)
(#_Toc178243418)
NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS (#_Toc178243419)
(#_Toc178243419) - 17
STRATEGIC REPORT AND CHAIRMAN'S STATEMENT
ACG Metals Limited ("ACG" or the "Company") is pleased to announce the release
of its Interim Financial Statements and Report for the period ended 30 June
2024, approved by the Board of Directors on 27 September 2024.
On 3 September 2024, ACG successfully completed the acquisition of the
Gediktepe Mine in Türkiye from Lidya Madencilik Sanayi ve Ticaret Anonim
Şirketi ("Lidya") and was subsequently re-admitted to trading on the London
Stock Exchange as ACG Metals Limited.
This landmark transaction establishes ACG as a premier copper miner on the
London Stock Exchange and provides the company with a significant platform for
the further acquisition of copper assets globally. As demand for copper
continues to rise, owing to the global energy transition and new technologies,
ACG is well-placed to capitalise.
The Gediktepe Mine is an operating open pit mine currently producing gold and
silver, which targets annual steady-state copper equivalent production of
20-25 kt from 2026 following a fully permitted sulphide expansion project. The
mine has a first-class in-country operating team and is supported by ACG's
senior leadership which brings a wealth of deep sector knowledge and an
extensive network of global industry contacts.
ACG was also pleased to announce the commencement of ongoing strategic
partnerships with both Lidya and its parent company Çalık Holding following
the Acquisition.
On behalf of the Board, I thank you for your continued and valued support.
Mr. Artem Volynets
Chairman & CEO
27 September 2024
DIRECTORS' RESPONSIBILITIES STATEMENT
Each of the Directors confirms that to the best of their knowledge:
§ The condensed set of financial statements have been prepared in accordance
with IAS 34 'Interim Financial Reporting' as contained in UK-adopted
International Accounting Standards.
§ The interim management report includes a fair review of the information
required by DTR 4.2.7R (indication of important events during the first six
months of the financial period and their impact on the condensed financial
statements and description of principal risks and uncertainties for the
remaining six months of the financial period); and
§ The interim management report includes a fair review of the information
required by DTR 4.2.8R (disclosures about related parties transactions during
the first six months of the financial year that materially affected the
financial position or performance in that period and changes in related
parties transactions described in the annual report that could materially
affect the financial position or performance in that period).
Principal Risks and Uncertainties
The principal risks and uncertainties of the Company for the remaining six
months of the financial reporting period remain unchanged from those outlined
in the audited financial statements for the period ended 31 December 2023. The
Directors monitor and update their assessment of principal risks and
uncertainties on an ongoing basis in the context of economic landscape and
global geo-political events.
The current expectation is that the principal risks and uncertainties as
outlined above will remain prevalent for the remainder of the year.
Signed on behalf of the Board by:
Mr. Artem Volynets
Chairman & CEO
27 September 2024
UNAUDITED CONDENSED STATEMENT OF COMPREHENSIVE INCOME
For the 6-month period ending 30 June 2024
6 months 6 months
ended ended
Notes 30 June 2024 30 June 2023
(unaudited) (unaudited)
$ $
Administrative expenses 10 (3,230,332) (14,754,031)
Operating loss (3,230,332) (14,754,031)
Finance income 4 28,036 3,180,034
Finance expense 4 (6,762) (6,691,990)
(Loss)/gain on derivatives 6 (2,692,868) 1,083,811
Loss for the period before tax (5,901,926) (17,182,176)
Current income tax expense - -
Loss for the period after tax (5,901,926) (17,182,176)
Loss per share (1.32) (5.50)
Basic and diluted loss per share 9
All items in the above statement derive from continuing operations.
The accompanying notes on pages 8 to 17 form an integral part of these
Unaudited Condensed Interim Financial Statements.
UNAUDITED CONDENSED STATEMENT OF FINANCIAL POSITION
As at 30 June 2024
30 June 2024 (unaudited) 31 December 2023
Notes (audited)
$ $
Current assets
Cash and cash equivalents 3 873,632 1,453,793
Prepayments and other receivables 11,326 206,179
Total assets 884,958 1,659,972
Current liabilities
291,867
Redeemable Public Share liabilities 42,134
Derivative financial instruments 2,6 3,463,099 770,231
Trade and other payables 7 685,450 843,925
Total liabilities 4,190,683 1,906,023
Net liabilities (3,305,725) (246,051)
Capital and reserves
Issued share capital 5 2,031,250 2,031,250
Share subscription advances and sponsor loans reserve
18,267,552 15,425,300
Other equity reserve 10,963,249 10,963,249
Accumulated losses (34,567,776) (28,665,850)
Total shareholders' funds (3,305,725) (246,051)
The Condensed Interim Financial Statements on pages 4 to 17 were approved and
authorised for issue by the Board of Directors on 27 September 2024 and signed
on its behalf by:
Mr. Artem Volynets
Chairman & CEO
Company number: 2067083
The accompanying notes on pages 8 to 17 form an integral part of these
Unaudited Condensed Interim Financial Statements.
UNAUDITED CONDENSED STATEMENT OF CHANGES IN EQUITY
For the period from 1 January 2024 to 30 June 2024
Share Share subscription advances and sponsor loans Other equity reserve Accumulated losses
capital Total
$ $ $ $ $
1 January 2024 2,031,250 15,425,300 10,963,249 (28,665,850) (246,051)
Total comprehensive loss for the period - - - (5,901,926) (5,901,926)
2,031,250 15,425,300 10,963,249 (34,567,776) (6,147,977)
Transactions with owners recorded directly in equity
Sponsor loans received - 2,842,252 - - 2,842,252
30 June 2024 (unaudited) 2,031,250 18,267,552 10,963,249 (34,567,776) (3,305,725)
For the period from 1 January 2023 to 30 June 2023
Share Share subscription advances and sponsor loans Other equity reserve Accumulated losses
capital Total
$ $ $ $ $
1 January 2023 31,171 - 10,963,328 (9,468,694) 1,525,805
Total comprehensive loss for the period
- - - (17,182,176) (17,182,176)
(15,656,371)
31,171 - 10,963,328 (26,650,870)
Transactions with owners recorded directly in equity
Sponsor loans received - 11,152,100 - - 11,152,100
30 June 2023 (unaudited) 31,171 11,152,100 10,963,328 (26,650,870) (4,504,271)
The accompanying notes on pages 8 to 17 form an integral part of these
Unaudited Condensed Interim Financial Statements.
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
For the period from 1 January 2024 to 30 June 2024
Note 6 months 6 months
ended ended
30 June 2024 30 June 2023
(unaudited) (unaudited)
$ $
Cash flows from operating activities
Loss for the period before tax (5,901,926) (17,182,176)
Adjustments for:
Unrealised loss/(gain) on derivatives 6 2,692,868 (1,083,811)
Finance income 4 (21,274) (88,351)
Finance expense 4 - 3,600,307
Decrease in other receivables 194,853 212,000
Increase in other payables 273,827 8,041,313
Net cash outflows from operating activities (2,761,652) (6,500,718)
Cash flows from investing activities
Interest income 4 21,274 88,351
Interest on restricted funds* 4 6,762 3,091,683
Net cash inflows from investing activities 28,036 3,180,034
Cash flows from financing activities
Redemption of Public Shares (688,797) -
Sponsor loans received 2,842,252 11,152,100
Net cash inflows from financing activities 2,153,455 11,152,100
(580,161) 7,831,416
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period 1,453,793 132,075,315
Cash and cash equivalents, end of period 873,632 139,906,731
* Restricted cash held in escrow accrues interest for the benefit of Class A
shareholders. Payment of interest to Class A shareholders in the period is
included within the redemption of public shares figure presented in financing
activities.
The accompanying notes on pages 8 to 17 form an integral part of these
Unaudited Condensed Interim Financial Statements.
1. Corporate information
These interim financial statements represent the results of the Company for
the six month period ended 30 June 2024. ACG Metals Limited is a company
limited by shares incorporated in the British Virgin Islands under the BVI
Business Companies Act 2004 (as amended) (the "BVI Companies Act").
The Company is a Special Purpose Acquisition Company ("SPAC"). It is formed
for the purpose of effecting a merger, demerger, share exchange, asset
acquisition, share purchase, reorganisation or similar business combination
with, or acquisition of, a business or company operating in the metals and
mining sector globally (excluding Russia) with a particular focus on emerging
markets.
The financial information shown in this report relating to ACG Metals Limited
was approved by the Board of Directors on 27 September 2024, is unaudited and
does not constitute statutory financial statements. The report of the auditor
on the Company's most recent audited financial statements for the period ended
31 December 2023, was unqualified.
2. Accounting policies
Basis of preparation
The financial statements of the Company have been prepared on a historical cost basis, as modified by the revaluation of financial instruments measured at fair value through profit or loss, or otherwise noted.
The Condensed Interim Financial Statements have been prepared in accordance
with UK-adopted international accounting standards.
These Condensed Interim Financial Statements included in this interim report
have been prepared in accordance with IAS 34, "Interim Financial Reporting".
These Condensed Interim Financial Statements do not include all information
and disclosures required in an annual set of audited financial statements. The
accounting policies adopted in the preparation of the Condensed Interim
Financial Statements are consistent with those followed in the preparation of
the audited Financial Statements for the 18-month period ended 31 December
2023. The financial statements as at and for the 18-months ending 31 December
2023 are available at www.acgcorp.co (http://www.acgcorp.co) . These Condensed
Interim Financial Statements are unaudited.
The Company presents these Condensed Interim Financial Statements for the six
month period ending 30 June 2024.
The Company is not presently engaged in any activities other than those which
are required in connection with the selection, structuring and completion of
an acquisition in a target business by means of a merger, share exchange,
share purchase, contribution in kind, asset acquisition or combination of
these methods.
The Condensed Interim Financial Statements are presented in US Dollars
("USD"), which is the Company's functional and presentational currency, and
have been prepared under the historical cost convention, with the exception of
certain balances held at fair value, rounded to the nearest whole USD.
The Company had no operations and therefore no segmental information is
presented.
Going Concern
The Board has assessed the Company's financial position as at 30 June 2024 and
the factors that may impact the Company for a period of 12 months from the
date of signing these Condensed Interim Financial Statements (September 2024).
At 30 June 2024, the Company had net liabilities of $(3,305,725). As at 30
June 2024, the Company had a cash and cash equivalents (excluding restricted
cash) balance of $749,617 and post-period receipts from Co-Sponsors. Following
the completion of an Acquisition on 3 September 2024 and on review of cash
flow projections the Board has assessed that the Company is expected to
continue as a going concern for a period of 12 months from the date of
approval of these financial statements.
New and amended standards and interpretations effective in the period
The following accounting and sustainability standards and updates were
applicable for the first time in the reporting period but did not have a
material impact on the Company:
· Classification of Liabilities as Current or Non-current -
Amendments to IAS 1, Non-current liabilities with Covenants - Amendments to
IAS 1
· Lease Liability in a Sale and Leaseback - Amendments to IFRS 16
· Supplier finance arrangements - Amendments to IAS 7 and IFRS 7
· IFRS S1: General requirements for disclosure of
sustainability-related financial information
· IFRS S2: Climate-related disclosures
New and amended standards and interpretations issued but not yet effective in the period
The following new and amended standards and interpretations in issue are
applicable to the Company and are not expected to have any material impact on
the financial statements when assessed in full for annual reporting purposes:
· Amendments to IAS 21 to clarify the accounting when there is a lack
of exchangeability (effective 1(st) January 2025)
· IFRS 18 Presentation and Disclosure in Financial Statements
(effective 1(st) January 2027).
· IFRS 19 Subsidiaries without Public Accountability: Disclosures
(effective 1(st) January 2027).
None of the standards or amendments which became effective in the year had a
significant impact on the company. The company have not early adopted and
standards or amendments which are not yet effective.
Critical accounting estimates and judgements
The preparation of financial statements in accordance with IFRS requires the
Board to make judgements, estimates and assumptions that affect the
application of policies and the reported amounts of assets and liabilities and
income and expenses. The estimates and associated assumptions are based on
various factors that are believed to be reasonable under the circumstances,
the results of which form the basis of making the judgements about carrying
values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates.
The Company's critical accounting judgements are unchanged from those
presented in the audited financial statements for the period ending 31
December 2023.
Key sources of estimation uncertainty
Fair value of derivative financial instruments at fair value through profit or
loss
The Company recognises its derivative instruments (Public Warrants and Sponsor
Warrants) initially at fair value at date of issuance with any subsequent
movement in fair value between the issuance date and the reporting date being
recognised as a fair value movement through profit and loss.
As at 30 June 2024 a third party valued the Warrants using an appropriate
valuation model and determined the fair value at the period-end date to be
$0.18 per warrant (31 December 2023: $0.04 per warrant). As at 30 June 2024,
judgements were required for the inputs into the valuation model specifically
volatility rates of suitable comparable companies and estimated life of the
warrants.
Critical accounting estimates and judgements (continued)
Sensitivity Analysis
The following summary presents the impact of a reasonable +/- 1% change in the
average implied volatility assumption applied in the warrant valuation model:
Base Input Volatility Volatility
+1% -1%
Average implied volatility (%) 2.2256% 2.2256% 0.2256%
Fair Value (US$ per Warrant) 0.1767 0.2557 0.1254
Derivative Liability Fair Value (US$) 3,463,099 1,897,159 88,194
The sensitivity of the warrant valuation to the share price (+/- 10%, as well
as considering the Value Weighted Average ("VWAP") Share Price of US$14.06,
based on the last trade before the year end date) is set out as follows:
Base Input +10% -10% VWAP
sensitivity sensitivity
Class A Share Value ($) 11.50 12.65 10.35 14.06
Fair Value (US$ per Warrant) 0.1767 1.2264 0 2.5872
Derivative Liability Fair Value (US$) 3,463,099 24,035,907 - 50,705,886
Fair value measurement
All financial instruments for which fair value is recognised or disclosed are
categorised within the fair value hierarchy which consists of the following 3
levels:
o Level 1 - unadjusted quoted prices in active markets for identical,
unrestricted assets or liabilities.
o Level 2 - quoted prices in markets that are not active, or financial
instruments for which all significant inputs are observable from the market,
either directly (as prices) or indirectly (as derived from prices); and
o Level 3 - prices or valuations that require inputs that are not based on
observable market data (unobservable inputs).
The Board considers observable data to be market data that is readily
available, regularly distributed or updated, reliable and verifiable, not
proprietary, and provided by independent sources that are actively involved in
the relevant market.
Fair value measurement (continued)
The table below analyses within the fair value hierarchy the Company's
financial liabilities measured at fair value on an ongoing basis:
30 June 2024 Level 1 Level 2 Level 3 Total
$ $ $ $
Derivative liabilities (Public & Sponsor Warrants) - - 3,463,099 3,463,099
31 December 2023 Level 1 Level 2 Level 3 Total
$ $ $ $
Derivative liabilities (Public & Sponsor Warrants) - - 770,231 770,231
The equity-linked Public Warrants admitted to the LSE along with the Sponsor
Warrants have been classified as level 3.
Financial instruments classified within level 3 have significant unobservable
inputs as they trade infrequently. As observable prices are not available for
the investments, the Company uses valuation techniques to derive their fair
value. At 30 June 2024 and 31 December 2023 it was the opinion of the Board
that Sponsor Warrants should be categorised as level 3.
The Company had no financial assets measured on a fair value basis. No
reclassifications between the three fair value categories took place during
the period.
The following summarises the valuation methodologies and inputs used for
derivative liabilities categorised as Level 3 as at 30 June 2024.
Financial Liability Fair Value USD Valuation Method Unobservable Inputs
Derivatives (Public & Sponsor warrants) 3,463,099 Monis SPAC Volatility
Unlike traditional warrant valuation models, the "Monis SPAC" model takes into
account the complexity in SPAC warrants, which may be redeemed by the issuer
once the linked shares exceed a trigger price. The method is derived from a
Monte Carlo simulation adapted specifically for SPAC warrants.
3. Cash and cash equivalents (including restricted cash)
30 June 2024 31 December 2023
(unaudited) (audited)
$ $
Restricted cash 124,015 806,052
Cash & Cash Equivalents 749,617 647,741
Total 873,632 1,453,793
The Company may only direct the release of restricted funds held in escrow
upon the occurrence of certain events. Restricted cash held in escrow is made
up of the proceeds of the October 2022 listing, and the Co-Sponsor Overfunding
Subscription, and any interest earned, less funds repaid to Class A
shareholders following share redemptions. See note 5 below for further
details.
Cash and cash equivalents include readily available cash on hand, and deposits
held with banks.
4. Finance income and expenses
6 months to 6 months to
30 June 2024 30 June 2023
(unaudited) (unaudited)
Finance income $ $
Interest on restricted cash repayable to Class A shareholders 6,762 3,091,683
Interest on current account 21,274 88,351
28,036 3,180,034
Finance expenses
Interest on restricted cash repayable to Class A shareholders 6,762 3,091,683
Interest accreted on public share liabilities at amortised cost - 3,600,307
6,762 6,691,990
5. Issued share capital
The following summarises the issued share capital as at 30 June 2024 and 31
December 2023.
Share Capital as at 30 June 2024 No. of shares $
(unaudited) (unaudited)
Classified as a financial liability:
$10.00 redeemable Class A ordinary shares ("Public Shares") 4,112 41,120
Classified as equity:
$0.01 Class B ordinary shares ("Sponsor Shares") 3,125,000 31,250
$1.50 Class B ordinary Shares ("Sponsor Shares") 1,333,333 2,000,000
4,458,333 2,031,250
Share Capital as at 31 December 2023 No. of shares $
(audited) (audited)
Classified as a financial liability:
$10.00 redeemable Class A ordinary shares ("Public Shares") 28,268 282,680
Classified as equity:
$0.01 Class B ordinary shares ("Sponsor Shares") 3,125,000 31,250
$1.50 Class B ordinary Shares ("Sponsor Shares") 1,333,333 2,000,000
4,458,333 2,031,250
Financial liabilities - Public Shares 30 June 2024 31 December 2023
(unaudited) (audited)
$ $
Opening balance 291,867 -
Proceeds of issue of Public Shares - 125,000,000
Less: initial recognition of Public Warrants - (1,116,875)
Less: share issue costs - (2,817,011)
Effective interest accretion - 7,996,008
Redemption of Class A Shares (249,733) (128,770,255)
42,134 291,867
Class A ordinary shares ("Public Shares")
In October 2022, ACG successfully completed its IPO with the admission of
12,500,000 Class A Ordinary Shares, onto the London Stock Exchange at an
initial offering price of $10.00 per unit. 6,250,000 warrants were issued
concurrently, as each subscriber also received half of one Warrant ("Public
Warrant") with their Public Share. As at 30 June 2024, the Public Warrants
carry a $11.50 strike price and are redeemable in whole or in part, prior to
completion of the Acquisition. The Public Shares have been classified as a
financial liability measured at amortised cost in the Company's Statement of
Financial Position.
In October 2023, following an EGM circular which included a notice providing
Class A Shareholders a right to redeem their shares, 12,471,732 (99.77% of
Class A) shares were redeemed at a price of $10.7991 per share.
5. Issued share capital (continued)
Funds totalling $134,683,481 were returned to shareholders on 26 October 2023
which included interest earned and received on the funds held on escrow as at
the redemption date, which Class A shareholders were entitled to receive.
In January 2024, following an EGM circular which included a notice providing
Class A Shareholders a right to redeem their shares, 24,156 shares were
redeemed at a price of $28.5146 per share.
Funds totalling $688,798 were returned to shareholders on 5 February 2024
which included interest earned and received on the funds held on escrow as at
the redemption date, which Class A shareholders were entitled to receive.
Class B ordinary shares ("Sponsor Shares")
In October 2022, as a result of the IPO, Sponsors and Directors subscribed to
a total of 3,125,000 Sponsor Shares at a price of $0.01 per share. In December
2023, 1,333,333 new B shares were subscribed to and allotted at $1.50 per
share, resulting in gross proceeds of $2,000,000 included in share capital,
and increasing the total number of Class B Shares to 4,458,333.
Sponsor Shares are classified as equity in the Company's Statement of
Financial Position pursuant to a lock -up arrangement between the Company and
its Sponsors.
6. Derivative financial liabilities
Public Warrants
As at 30 June 2024, the Public Warrants fair value had increased to $0.18 per
warrant (31 December 2023: $0.04) and are recognised in these financial
statements at a total value of $1,104,375.
Sponsor Warrants
As at 30 June 2024, the Sponsor Warrants have been valued at $0.18 per warrant
(31 December 2023: $0.04) and are recognised in these financial statements at
a total value of $2,358,724.
The following fair value (gain)/loss in respect of both Public and Sponsor
Warrants were recognized through profit and loss:
6 months 6 months
ended ended
30 June 2024 30 June 2023
$ $
Public Warrants 858,750 (345,625)
Sponsor Warrants 1,834,118 (738,186)
Total fair value loss/(gain) through profit or loss 2,692,868 (1,083,811)
7. Trade & other payables
30 June 2024 31 December 2023
(unaudited) (audited)
$ $
Trade payables 143,364 228,494
Accruals 460,583 101,624
Interest on restricted cash 81,503 513,807
Total 685,450 843,925
Accruals relate to legal and professional, and other consultancy fees.
8. Sponsor Loans
The Sponsor Loans have been classified as equity within the Share subscription
advances and sponsor loans reserve as repayment is subject to acquisition.
Amounts in this reserve represent amounts under received the Sponsor Loan side
agreements during the period.
9. Loss per share
The calculation of basic and diluted earnings per share has been based on the
following loss attributable to shareholders and weighted-average number of
ordinary shares outstanding at the period end.
For the 6-month period ended 30 June 2024 Basic & Diluted
(unaudited)
Loss for the period $(5,901,926)
Weighted average number of shares 4,458,533
Loss per share $(1.32)
For the 6-month period ended 30 June 2023 Basic & Diluted
(unaudited)
Loss for the period $(17,182,176)
Weighted average number of shares 3,125,200
Loss per share $(5.50)
The weighted average number of ordinary shares is determined by reference to
the Class B Ordinary shares. Public and Sponsor Warrants are deemed to be
anti-dilutive as the average market price of ordinary shares during the period
did not exceed the $11.50 exercise price of the Warrants and they are
therefore out of the money and excluded from the diluted earnings per share
calculation. The redeemable Public Shares under IAS 33 are deemed to be
contingently issuable shares issuable only upon an acquisition so are excluded
from the earnings per share calculations until an acquisition has occurred.
As the Company is reporting a net loss, unexercised warrants are deemed
anti-dilutive making the diluted loss per share equal to the basic loss per
share.
10. Administration expenses
Administration expenses consist of:
6 months 6 months
ended ended
30 June 2024 30 June 2023
$ $
Professional & other costs 2,560,420 14,102,749
Personnel & consultant costs 669,912 651,282
3,230,332 14,754,031
11. Related party transactions
The Company's key management personnel include its directors and external
consultants providing key management personnel services to the Company. Each
director was appointed pursuant to a letter of appointment between the
respective director and the Company dated on each director's respective
appointment date.
Under the terms of the letters of appointment the Company's independent
directors each receive a fee of $80,000 per annum and will be reimbursed for
any out-of-pocket expenses incurred in connection with activities on the
Company's behalf, such as identifying and researching potential target
businesses. Additional fees are payable to independent directors who have
taken on additional board responsibilities.
During the 6 months ended 30 June 2024, total remuneration paid to directors
was $342,208 (6 months ended 30 June 2023: $385,645. Included in this amount
but payable at the end of the period was $8,458 (6 months ended 30 June 2023
$26,250). During the 6 months ended 30 June 2024, fees paid to consultants
providing key management personnel services was $242,978 (6 months ended 30
June 2023: $300,809. Included in this amount but payable at the end of the
period was $nil (6 months ended 30 June 2023 $14,000).
There were no related party transactions other than those with key management
personnel described above.
12. Contingencies and commitments
Subject to the completion of this specific acquisition, $81,904 is due to be paid to various parties. The underwriter of the Company's placing is entitled to a deferred commission subject to completion of any further acquisition, of 3.5% ($4,375,000) of the gross proceeds of the public (Class A) share offering together with any VAT chargeable thereon, provided that 2% ($2,500,000) of the 3.5% shall be determined at the sole discretion of the Company. The underwriter and the Company are in the process of cancelling this fee by entering into a new engagement letter. Other committed costs associated with pursuing the Company's acquisition strategy have been incurred, and further fees including success fees would be incurred on completion of an acquisition.
13. Subsequent events
On 29 August 2024, the Company and its Co-Sponsors entered into a side deed to the sponsor funding agreement whereby Co-Sponsors agreed to advance $250,000 and selected Co-Sponsors elected to convert $4,153,014 of Sponsor loans to Class A ordinary shares.
13. Subsequent events (continued)
This Side Deed further detailed that a portion of the Sponsor loans would be repaid to Co-Sponsors, therefore this portion of Sponsor loans will be reclassed from equity to liabilities in the year end financial statements as at 31 December 2024.
On 3 September 2024, ACG successfully completed the acquisition of the Gediktepe Mine in Türkiye from Lidya Madencilik Sanayi ve Ticaret Anonim Şirketi ("Lidya") and was subsequently re-admitted to trading on the London Stock Exchange as ACG Metals Limited.
The Company announcement released on 3 September 2024 mentioned that this Acquisition comprised of an issue of "6,646,796 ACG Sale Shares to Lidya, 6,503,998 Funding Shares at US$6.00 per Funding Share, and 1,211,664 Placing Shares at US$6.00 per Placing Share, the Enlarged Ordinary Share Capital of ACG upon Re-Admission will be 17,489,9131. In addition, following the issue of one redeemable warrant per Placing Share, being 1,211,664 warrants, the Company will have 7,461,664 Listed Warrants in issue upon Re-Admission." As a result of this, the strike price of Warrants was changed to $6.90 per Warrant.
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 IR QKKBQKBKDACNRecent news on ACG Metals
See all newsREG - ACG Metals Ltd. - Publication of 2024 Annual Report
AnnouncementREG - ACG Metals Ltd. - Q1 2025 Operations and Capital Structure Update
AnnouncementREG - ACG Metals Ltd. - ACG 2024 Financial Results
AnnouncementREG - ACG Metals Ltd. - TR-1: Notification of major holdings
AnnouncementREG - ACG Metals Ltd. - Appointment of Joint Brokers
Announcement