REG - Amur Minerals Corp - AUDITED FINAL RESULTS
30/06/2023 15:15
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RNS Number : 6080E Amur Minerals Corporation 30 June 2023
30 June
2023
AMUR MINERALS CORPORATION
("Amur", the "Company" or the Group)
AUDITED FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2022
Amur Minerals Corporation announces its final results for the year ended 31
December 2022 (the "Annual Report"). Copies of the Annual Report will be
posted to shareholders tomorrow and will be available shortly to download from
the Company's website at www.amurminerals.com (http://www.amurminerals.com) .
Chairman's Statement
I take this opportunity to update our shareholders on the activities of Amur
Minerals Corporation (the Company and the Group) for the 12-month period ended
31 December 2022 and key post year end accomplishments. The paramount
accomplishment was the sale our wholly owned Russian Federation (RF)
subsidiary AO Kun-Manie. With the transaction, the Group no longer holds any
RF based assets. We have also paid a one-time special dividend from the
funds derived from the transaction. The sale also represents a fundamental
disposal in accordance with Rule 15 of the Alternative Investment Market (AIM)
thereby classifying AMC to be a cash shell. More specifically, the following
was accomplished:
· The sale of our 100% owned Russian subsidiary AO Kun-Manie along
with its fully controlled Detailed Exploration and Mine Planning Licence
(DEMP) grossed the Group a total of US$35 million allowing us to have
recaptured our RF sunk costs. Completed on 6 March 2023, the Company no
longer holds any assets in the RF and is no longer considered to be a Russian
based business.
· From the transaction revenues, the Group has paid a one-time 1.8p
special dividend per ordinary share. This was paid on 14 June 2023.
· With the fundament disposal, the Company became cash shell in
accordance with AIM Rule 15. To remain a listed and trading entity on the
London Stock Exchange (LSE), we must complete an acquisition or acquisitions
which constitute(s) a reverse takeover (RTO) by 6 September 2023 or else be
suspended, or by 6 March 2024 or else the Company's listing on AIM will be
cancelled.
Financially and over the course of 2022 and through to the issuance of our
2022 Annual Report and consolidated financial statements for the year ended 31
December 2022, we note that the Group remained debt-free and ended 2022 with a
cash balance of US$3,483,000 (2021: US$6,682,000). With 2023 being more
focused on the identification and acquisition of a Reverse Takeover (RTO)
target, we remain a viable going concern.
We are also pleased to report that we have paid a one-time special dividend
from the US$35 million payment for the sale of AO Kun-Manie. Paid at 1.8p
per ordinary share, a total of GBP25.1 million (US$31.7 million at an exchange
rate of 1.26 US$ to the UK Pound Sterling) has been allocated.
Black Swan Event
Successful completion of the transaction was a major success given the Black
Swan event of 24 February 2022. With the multitude of sanctions against the
RF and RF countermeasures, our global team and executive management had to
respond to an extraordinary everchanging business environment and chaotic
geopolitical setting induced which were atypical of a "normal" transaction.
In support of the transaction, the team successfully:
· Navigated its way through the multitude of internationally
applied sanctions against the RF.
· Traversed the RF countermeasures to the sanctions and obtained
newly introduced approvals of the transaction at the highest RF authority
level.
· Execution of the transaction required our RF subsidiary (AO
Kun-Manie) be in good standing within the RF as well as within Cyprus, London
and British Virgin Islands. All terms and conditions related to the
integrity of the Kun-Manie nickel-copper mining licence had to be maintained
throughout the transaction. Without these, the transaction could not have
been executed.
· Negotiate a final purchase agreement with Bering Metals LLC (the
Russian based buyer of AO Kun-Manie) ensuring full compliance within the RF
and our parent Company structure. These included considerations resulting
from the Special Military Operation (SMO), the everchanging western sanctions,
RF countermeasures to the western sanctions and a shareholder vote to
renegotiate the transaction. This dynamic situation necessitated
reconsidering key items, terms, conditions and supporting documentation as the
situation evolved with time.
· Replacing new support entities for parts of our western
compliance and support team that opted to no longer support the Group as our
primary asset was Russian. This included replacement of our Group auditors,
Moscow based solicitors and the Group's banking facilities. Additionally,
other support compliance entities modified their terms and conditions which
required additional atypical work allowing the Group to remain compliant with
AIM regulatory requirements in support of the transaction. This included our
registrars and insurance providers.
· A critical item was the establishment of a replacement bank with
the necessary qualifications and compliance to onboard the fund transfer from
the RF for completion of the transaction. This required our identification,
successful completion of Know Your Client (KYC) reviews and final engagement
of an internationally recognised unsanctioned external Russian bank. Our
historical long term western bank provider had undertaken a corporate wide
decision to fully vacate support to all of its clients having Russian
interests. The notification of this change was provided on 7 November 2022.
· With the sale of our only asset AO Kun-Manie, the Company became
a "cash shell" as defined by AIM Rule 15 of the LSE. Having anticipated the
successful completion of the transaction, we simultaneously continued a search
for a RTO project within more favourable international jurisdictions. Not
limited to the mineral resource industry, numerous opportunities have been and
are currently being examined. Upon the identification of a suitable RTO
project and the completion of due diligence for a select project, the Group
will request shareholder approval in accordance with AIM Rule 14.
Good Standing - AO Kun-Manie and the Detailed Exploration and Mining Licence
To complete the sale of our RF based assets, all entities of the Group had to
be in good standing and were qualified as such. This was most critical
within the RF as these were the assets sold onward to a Russian entity.
where our 100% owned subsidiary AO Kun-Manie and the DEMP had to meet the RF
good standing criteria.
AO Kun-Manie had to be appropriately funded, audited and registered in
accordance with RF statutes which it was. AO Kun-Manie owns the Kun-Manie
licence and all terms and conditions specific to the licence had to be up to
date. Entering 2022, two sequential tasks remained to be completed and
approved by the RF Subsoil Agency. First to be completed was the obligatory
Russian certified TEO feasibility study (detailed results were reported in
June 2022). The final task was the development of the Russian approved Mine
Plan (to be completed 30 June 2023). Upon completion of the approved Mine
Plan, the Group could undertake the operational development of Kun-Manie if
funding was available. Development of the Mine Plan was underway in late
2022.
With the transaction being completed in advance of the Mine Plan delivery
date, the responsibility for completion of the Mine Plan was fully transferred
to Bering Metals LLC (the 'Buyer') relieving the Group of all licence
obligations.
The Transaction
At a 24 August 2022 General Meeting, shareholders approved the sale of AO
Kun-Manie as provided in an 8 August 2022 circular. A total of 94% of the
voting shareholders approved the transaction. The terms of the transaction
were:
· The total consideration for the Transaction was US$ 35 million to
be paid upon completion of the Transaction. The Transaction consideration was
payable in US$.
· The divesture price represented a premium of 119% to the Group's
market capitalisation of 3 August 2022 (£13.2 million) and 44% to the current
Kun-Manie book value of US$24.3 million as at 31 December 2021 in Amur's
latest annual report. The closing share price on 3 August 2022 was 0.89 pence
per share.
· In addition to shareholder approval of the Transaction at the
General Meeting, the completion of the Transaction required the approval by a
newly created Russian Federation government commission per the Presidential
Decree No. 81 dated 1 March 2022 (which specifically addresses change of
control of western held assets) and the consent of the Federal Antimonopoly
Service of Russia. Final consents were granted 3 October 2022.
· The Group pledged to pay a one-time special dividend of 1.8 pence
per ordinary share within 90 days of receipt of the completion payment.
The Buyer
The buyer of AO Kun-Manie was Bering Metals LLC Bering Metals LLC,. a Russian
incorporated company controlled by Vladislav Sviblov. Mr Sviblov is a Russian
entrepreneur and shareholder in some major mining and industrial assets
including Highland Gold Mining, one of the largest gold miners in Russia which
Mr Sviblov acquired in 2020. Mr Sviblov has previously completed two
additional major M&A transactions, namely the acquisition of
Trans-Siberian Gold in Kamchatka, and the assets of the Zoloto Kamchatki
group. In April 2022, Highland Gold Mining entered into a definitive agreement
to acquire the Russian assets of New York Stock Exchange-listed Kinross Gold
Corporation.
Financial Overview
As at 31 December 2022 the Group had cash reserves of US$3,483,000, down from
US$6,682,000 at the start of 2022 and remains debt free.
The decrease in cash reserves derives largely from an increase legal and
professional fees of US$694,000 compared to the previous year. The spend is
associated with the sale of the Group's wholly owned subsidiary AO Kun-Manie
and the settlement of a claim brought against the Group in 2021, which was
subsequently settled during the year for a total of US$381,000.
In total, the administration and other expenses for the 2022 year were
US$2,605,000 (2021: US$1,788,000). Additionally, administration and taxation
expenses of US$408,000 relating to Kun-Maine were presented within
discontinued operation as at 31 December 2022 in line with the Board's plans
to sell the entity.
Other Comprehensive Income was charged with a translation gain of US$377,000
(2021: US$138,000 loss) due to the weakening of the Russian Rouble to the US
Dollar.
The Group also received an aggregate of £345,000 in cash early in the year
from the exercise of warrants. As a result of the completion of the sale of AO
Kun-Manie in March 2023 for total cash consideration of US$35,000,000, the
Group has not found it necessary to undertake any equity placings or other
fundraising activities during the period.
Outlook - AIM Rule 15
With the Group's sale of its AO Kun-Manie asset on 6 March 2023 and receipt of
the US$35 million payment on 14 March 2023, the Group became a cash shell in
accordance with Rule 15 of the AIM Rules. To continue as a listed Group, the
Group is now required to complete an acquisition or acquisitions which
constitute(s) a Reverse Takeover (RTO) under AIM Rule 14 on or before the date
falling six months from the completion of the sale (6 September 2023) or to be
re-admitted to trading on AIM as an investment company under AIM Rule 8
(requiring our raising of an additional GBP £6.0 million). Failing that,
the Group's Ordinary Shares will be suspended from trading on AIM for up to an
additional six months pursuant to AIM Rule 40. If an RTO has not been
completed by 6 March 2024, the Group's shares will be cancelled from
trading. Given the volatility of the markets, we cannot guarantee that the
Group will be successful in meeting the AIM Rule 14 deadlines.
Completion of an RTO can be a time consuming event requiring negotiations, the
successful completion of all party due diligence and the subsequent
shareholder approval. In anticipation of our successful sale of AO
Kun-Manie, an RTO Identification Plan was crafted by the Board in Q1 2022 to
enable us to get a head start on the process. Throughout 2022 and early
2023, various evaluations and preliminary assessments of numerous
international private and public companies has already been undertaken.
To date, we have examined numerous mineral resource RTO opportunities.
Geographically these have been located in Canada, the US, Scandinavia, Spain,
Brazil, Peru, Chile, Ghana, Kenya and Australia. Commodities have included
potash, silica, alumina, copper, nickel, gold, silver, metallurgical coking
coal, energy fuels substitutes and lithium. A total of 13 opportunities from
within 10 organisations have been considered.
During the course of our investigation, we have also been contacted by two
non-mineral resource companies. Discussions with these more financially
advanced entities indicate there is potential for us to move into the
Artificial Intelligence / Entertainment or Financial Services or other
sectors. These warrant further investigation and we have therefore expanded
our RTO investigation of opportunities beyond mineral resource sector.
We shall continue to explore viable options for an RTO and will make further
announcement in due course. On behalf of the Board of Directors, I would like
to thank the Group's staff and advisers for bringing the sale of AO Kun-Manie
to completion, especially through such turbulent times and I look forward to
the future of Amur Minerals.
Market Abuse Regulation (MAR) Disclosure
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.
Enquiries:
Company Nomad and Broker Public Relations
Amur Minerals Corp. S.P. Angel Corporate Finance LLP BlytheRay
Robin Young CEO Richard Morrison Megan Ray
Adam Cowl Tim Blythe
+7 (4212) 755 615 +44 (0) 20 3470 0470 +44 (0) 20 7138 3203
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
2022 2021
US$'000 US$'000
Current assets
Trade and other receivables 63 109
Cash and cash equivalents 3,483 6,682
Total current assets 3,546 6,791
Non-current assets classified as held for sale 25,195 24,447
Total assets 28,741 31,238
Current liabilities
Trade and other payables 745 968
Total current liabilities 745 968
Liabilities directly associated with non-current assets classified as held for 176 159
sale
Total liabilities 921 1,127
Net assets 27,820 30,111
Equity
Share capital 80,794 80,449
Share premium 4,278 4,278
Foreign currency translation reserve (17,235) (17,612)
Share options reserve 512 512
Retained deficit (40,529) (37,516)
Total equity 27,820 30,111
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
2022 2021
US$'000 US$'000
(2,605) (1,788)
Administrative and other expenses
(2,605) (1,788)
Operating loss
Net foreign exchange losses - (2)
(2,605) (1,790)
Loss before taxation
- -
Tax expense
(2,605) (1,790)
Loss for the year from continuing operations
- 956
Profit from discontinued operations - assets sold
Loss from discontinued operations - assets held for sale (408) (372)
(3,013) (1,206)
Loss for the year
Loss attributable to: (3,013) (1,206)
- Owners of the parent
(0.19) (0.13)
Loss per share (cents) from continuing operations attributable to owners of
the parent - Basic & Diluted
(0.03) 0.04
Loss per share (cents) from discontinued operations attributable to owners of
the parent - Basic & Diluted
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
2022 2021
US$'000 US$'000
(3,013) (1,206)
Loss for the year
Other comprehensive income/(loss):
Items that may subsequently be classified to profit or loss:
377 (138)
Exchange differences on translation of foreign operations
377 (138)
Total other comprehensive income/(loss) for the year
(2,636) (1,344)
Total comprehensive loss for the year attributable to:
- Owners of the parent
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
2022 2021
US$'000 US$'000 US$'000 US$'000
Cash flows from operating activities
Payments to suppliers and employees (3,358) (1,833)
(3,358) (1,833)
Net cash outflow used in operating activities
Cash flow from investing activities
Payments for exploration expenditure (327) (426)
Cash held with available for sale financial assets 141 -
Sale of investments - 6,137
Interest received - 327
(186) 6,038
Net cash (used in)/generated from investing activities
Cash flow from financing activities
Cash received on issue of shares upon exercise of warrants, net of issue costs 345 -
345 -
Net cash generated from financing activities
(3,199) 4,205
Net (decrease)/increase in cash and cash equivalents
6,682 2,790
Cash and cash equivalents at beginning of year
Exchange differences on cash and cash equivalents - (313)
3,483 6,682
Cash and cash equivalents at end of year
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
Share Share Premium Foreign Share Options Reserve Retained Deficit Total Equity
Capital US$'000 Currency US$'000 US$'000 US$'000
US$'000 Translation
Reserve
US$'000
Balance at 1 January 2021 80,449 4,278 (17,474) 577 (36,480) 31,350
Year ended 31 December 2021:
Loss for the year - - - - (1,206) (1,206)
Other comprehensive loss:
Exchange differences on translation of foreign operations - - (138) - - (138)
Total comprehensive loss for the year - - (138) - (1,206) (1,344)
Transactions with owners:
Options charge for the year - - - 105 - 105
Options expired - - - (170) 170 -
Total transactions with owners - - - (65) 170 105
Balance at 31 December 2021/ 1 January 2022 80,449 4,278 (17,612) 512 (37,516) 30,111
Year ended 31 December 2022:
Loss for the year - - - - (3,013) (3,013)
Other comprehensive loss:
Exchange differences on translation of foreign operations - - 377 - - 377
Total comprehensive loss for the year - - 377 - (3,013) (2,636)
Transactions with owners:
Exercise of warrants 345 - - - - 345
Total transactions with owners 345 - - - - 345
Balance at 31 December 2022 80,794 4,278 (17,235) 512 (40,529) 27,820
1. Basis of prePARATION
a) General Information
Amur Minerals Corporation (the "Company") is incorporated under the British
Virgin Islands Business Companies Act 2004. Its registered office is at
Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands.
The Company and its subsidiaries (together the "Group") locate, evaluate,
acquire, explore and develop mineral properties and projects with the primary
asset being located in the Russian Far East.
The Company owns 100% of Irosta Trading Limited ("Irosta"), an investment
holding company incorporated and registered in Cyprus. Irosta holds 100% of
the shares in AO Kun-Manie, an exploration and mining company incorporated and
registered in the Russian Federation, which holds the Group's mineral
licences. The Company also owned a wholly owned subsidiary, Carlo Holdings
Limited, which was sold during the year ended 31 December 2021.
The Group's principal place of business is in the Russian Federation.
The Group's principal asset is the Kun-Manie production licence, which was
issued in May 2015. The licence is valid until 1 July 2035 and allows the
Group's subsidiary, AO Kun-Manie, to recover all revenues from 100% (less
metal extraction royalties) of the mined metal that specifically includes
nickel, copper, cobalt, platinum, palladium, gold and silver. As at 31
December 2022 and 31 December 2021 AO Kun-Manie was classified as held for
sale as the Board was working on finalising its sale. Post year end, on 6
March 2023, the Board successfully completed the sale of AO Kun-Manie.
b) Basis of Preparation
These consolidated financial statements have been prepared under the
historical cost convention, except for the initial recognition of financial
instruments at fair value, the valuation of derivative financial instruments
and the measurement of assets held for sale at the lower of carrying amount
and fair value less costs to sell. These consolidated financial statements
have been prepared on the going concern basis and in accordance with
International Financial Reporting Standards ("IFRS") as issued by the
International Accounting Standards Board ("IASB") and interpretations issued
by the International Financial Reporting Interpretations Committee ("IFRIC")".
The consolidated financial statements are presented in thousands of United
States Dollars (US$).
The principal accounting policies adopted in the preparation of the
consolidated financial statements are set out below. The policies have been
consistently applied to all the years presented, unless otherwise stated.
The preparation of financial statements in accordance with IFRS as issued by
the IASB and interpretations issued by the IFRIC, requires management to make
judgements, estimates and assumptions that affect the application of policies
and reported amounts of assets and liabilities, income and expenses. The
estimates and associated assumptions are based on historical experience and
factors that are believed to be reasonable under the circumstances, the
results of which form the basis of making judgements about carrying values of
assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates. The areas involving a higher
degree of judgement or complexity, or where assumptions and estimates are
significant to the consolidated financial statements, are disclosed in Note 3.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognized in the period in which the
estimate is revised if the revision only affects that period, or in the period
of revision and future periods if the revision affects both current and future
periods.
c) Operating environment, going concern and listing status
During 2021, the Russian economy continued to be negatively impacted by the
ongoing political tension in the region and international sanctions against
certain Russian companies and individuals, with the tension intensifying
towards the end of 2021 as a result of further developments of the situation
with Ukraine. From late February 2022, the conflict between the Russian
Federation and Ukraine escalated further and the situation remains highly
unstable.
In response to the conflict, a number of sanctions have been imposed on
Russian entities to restrict them from having access to foreign financial
markets, including removing access of several Russian banks to the
international SWIFT system. The EU, UK and US (amongst others) have also
imposed sanctions against the Russian central bank, restricting the access of
the Russian state to foreign currency reserves, and introduced further asset
freezes against designated individuals/entities and sectoral sanctions.
The situation is still evolving and further sanctions and limitations on
business activity of companies operating in the region, as well as
consequences on the Russian economy in general, may arise but the full nature
and possible effects of these are unknown. Following the disposal of its
Russian subsidiary, AO Kun-Manie, after the reporting date the Group is no
longer impacted by the Russian operating environment.
As at 31 December 2022, the Group was in the final stages of completing a
transaction to sell 100% of the Group's interest in its subsidiary AO
Kun-Manie which holds the Kun-Manie exploration license. The transaction was
completed on 6th March 2023 and the Group received the sales consideration of
US$35,000,000 on 14th March 2023.
On 14 June 2023, the Company paid a Special Dividend of 1.8p (GBP) per share
to its shareholders, whilst maintaining sufficient funds to acquire another
project via an RTO. The Group is currently assessing suitable opportunities,
however, should an RTO not be completed within six months of the sale of AO
Kun-Manie the Company will enter into suspension and after six months in
suspension the Company will be delisted.
The Directors have reviewed the Group's cash flow forecast for the period to
30 June 2024 and believe the Group has sufficient cash resources to cover
planned and committed expenditures over the period. The Directors are
confident that throughout the going concern forecast period the Group will
have sufficient funds to meet obligations as they fall due, and thus, the
Directors continue to prepare the consolidated financial statements on a going
concern basis.
c) Loss per share
Basic and diluted loss per share is calculated and set out below. The effects
of warrants and share options outstanding at the year ends are anti-dilutive
and the total of 38.7 million (2021: 64.3 million) of potential ordinary
shares have therefore been excluded from the following calculations:
2022 2021
Number of shares
Weighted average number of ordinary shares used in the calculation of basic
(losses)/earnings per share 1,391,636,698 1,379,872,315
2022
2021
(Losses)/Earnings US$'000 US$'000
Net loss for the year from continuing operations attributable to equity (2,605) (1,790)
shareholders
Loss per share for continuing operations (expressed in cents)
Basic and diluted loss per share (0.19) (0.13)
2022
2021
(Losses)/Earnings US$'000 US$'000
Net (loss)/profit for the year from discontinued operations attributable to (408) 584
equity shareholders
(Loss)/Earnings per share for discontinued operations (expressed in cents)
Basic and diluted (loss)/earnings per share (0.03) 0.04
d) Events after the reporting date
On 6 March 2023, the Group announced the completion of the sale of AO
Kun-Manie to Bering Metals LLC for a total consideration of US$35 million.
On 24 May 2023, it was announced the shareholders of record at the close of
business 2 June 2023 will be entitled to payment of a special dividend of 1.8
pence per share, on 14 June 2023. The dividend was subsequently paid on this
date.
On 1 June 2023, Ascent Resources Plc announced an intention to bid for the
entire issued and to be issued share capital of the Company. The Company is
considering the proposal, including the terms of the proposed transaction
announced on 1 June 2023.
As of the date of issue of these consolidated financial statements no
acquisition or acquisitions which constitute(s) a reverse takeover transaction
under AIM Rule 14 has taken place.
There were no other material events after the reporting date, which have a
bearing on the understanding of the consolidated financial statements.
Annual Accounts
Copies of the Group's Annual Accounts will be posted to the Amur shareholders
today and are available for download from the Company's website at
www.amurminerals.com (http://www.amurminerals.com) .
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