REG - Amur Minerals Corp - Interim Results 2023
25/09/2023 07:00
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RNS Number : 4404N Amur Minerals Corporation 25 September 2023
25 September 2023
AMUR MINERALS CORPORATION
(AIM: AMC)
Interim Results 2023
Chairman's Statement
On behalf of Amur Minerals Corporation ("Amur" or the "Company" or the
"Group"), I take this opportunity to update shareholders on the Company's
progress during the first six months of 2023.
On 6 March 2023, we were pleased to announce that the Company had completed
the sale of its wholly owned Russian Federation ("RF") subsidiary AO Kun-Manie
along with its fully controlled Detailed Exploration and Mine Planning Licence
("DEMP"). The transaction grossed the Group a total of US$35 million allowing
us to have recaptured our RF sunk costs. As a result of the sale, the Company
no longer holds any assets in, or conducts any business in, the RF. The effect
of the disposal of our RF subsidiary was to divest the Company of all of its
trading business, activities and assets such that on completion of the
disposal, the Company became an AIM Rule 15 cash shell.
The terms of the transaction were:
· The total consideration for the Transaction was US$35 million to
be paid upon completion of the Transaction in US$.
· The divesture price represented a premium of 119% to the Group's
market capitalisation of 3 August 2022 (GBP13.2 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.
· 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.
Dividend payment
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) was allocated.
As at the time of this announcement, dividends totalling GBP0.4 million remain
unclaimed by shareholders and we urge these shareholders to complete the
necessary steps, as detailed in the Company's news announcement on 24 May
2023, in order to receive payment of their dividend. In summary:
- Ordinary Shareholders (Certificated) are instructed to register their
UK bank/building society account details with Link Registrars to receive the
cashless dividend. Periodically, Link Registrars conducts a review to identify
registered shareholders with payment being completed at a later date.
- Depository Interest Shareholders (CREST) must undertake the necessary
election in CREST either online at https://www.signalshares.com
(https://www.signalshares.com) or by phone by calling Link Group on 0371 664
0300 (UK) or +44 371 664 0300 (overseas). As with the Ordinary Shareholders,
Link Registrars will conduct periodic reviews to identify registered
shareholders with payment being completed at a later date.
If a shareholder does not register their bank/building society account details
and/or elect to receive the payment in CREST on a timely basis, the unclaimed
dividend will be held securely until the shareholder has registered the
appropriate information with Link Registrars (Link).
Future Strategy
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 AIM 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 or be re-admitted on
AIM as an investing company under the AIM Rules on or before the date falling
six months from 6 March 2023.
As neither a reverse takeover nor readmission to trading on AIM as an
investing company was fully completed within that timeframe, trading in the
Company's shares on AIM was suspended on 7 September 2023.
Trading will remain suspended until the completion of a reverse takeover,
which requires the publication of an admission document and the approval of
such a transaction at a General Meeting of the Company, or the Company is
readmitted to trading on AIM as an investing company.
The board of Amur continues to review a number of reverse takeover
opportunities. Geographically, these have been located in Canada, the US,
Scandinavia, Spain, Brazil, Peru, Chile, Ghana, Mali, Kenya and Australia.
Commodities have included potash, silica, alumina, copper, nickel, gold,
silver, metallurgical coking coal, energy fuels substitutes, lime and lithium.
A total of 17 opportunities 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 Artificial
Intelligence / Entertainment, Financial Services or other sectors. These
warrant further investigation and we have therefore expanded our RTO
investigation of opportunities beyond the mineral resource sector.
We shall continue to explore viable options for an RTO and will make further
announcement in due course. We recognise it may be a source of frustration for
shareholders that we cannot report on specific counterparties, the nature of
our discussions, and the ongoing processes in more detail. This reflects the
regulatory regime and the many confidentiality agreements that govern this
activity. However, although there can be no guarantees, all Board members are
engaged in contributing towards a successful outcome to this process, and we
look forward to providing our shareholders with further updates as
appropriate.
Financial Overview
As at 30 June 2023 the Group had cash reserves of US$6.3 million, up from
US$5.3 million at the end of 2022, and has an additional US$1 million
restricted cash, held in a mandatory short-term deposit with the Company's
bank. Cash reserves as at 30 June 2023 also include an amount of US$1.9
million held in relation to unpaid shareholder dividends. The Company remains
debt free.
Administration expenses for the first half of 2023 from continuing operations
totalled US$2.0 million (H1 2022: US$1.7 million) which comprised of insurance
costs of US$0.2 million (H1 2022: US$0.1 million), professional fees incurred
in relation to the sale of AO Kun-Manie of US$0.7 million (H1 2022: US$0.6
million) and Directors fees of US$0.2 million (H1 2022: US$0.2 million).
The Group also recognised a loss from discontinued operations totalling US$7.2
million. Included in the loss from discontinued operations is a currency
translation loss of US$17.9 million, comprised of accumulated foreign currency
losses recognised since the acquisition of AO Kun-Manie, which are required to
be reclassified to comprehensive income from the foreign currency translation
reserve upon disposal of the subsidiary.
The Group also recognised a US$0.7 million gain on translation of foreign
operations (H1 2022: translation loss of US$8.5 million), and expenditure on
exploration was US$nil (H1 2022: US$0.3 million).
Mr. Robert Schafer
Chairman of the Board
22 September 2023
Note
Unaudited Unaudited Audited
30 June 2023 30 June 2022 31 December 2022
Current assets
Other receivables 469 36 63
Financial assets 5 1,000 - -
Cash and cash equivalents 6,314 5,305 3,483
7,783 5,341 3,546
Non-current assets classified as held for sale 7 - 33,038 25,195
Total assets 7,783 38,379 28,741
Current liabilities
Trade and other payables 8 3,235 1,120 745
3,235 1,120 745
Non-Current Liabilities
Rehabilitation provision - 3 -
- 3 -
Total non-current liabilities
Liabilities directly associated with non-current assets classified as held for 7 - 262 176
sale
Total liabilities 3,235 1,386 921
4,548 36,993 27,820
Net assets
Equity
Share capital 10 80,794 80,794 80,794
Share premium 4,278 4,278 4,278
Foreign currency translation reserve 2 (9,124) ( (17,235)
Share options reserve 512 512 512
Accumulated deficit (81,038) (39,467) (40,529)
Total equity 4,548 36,993 27,820
Note Unaudited Unaudited Audited
6 Months ended 6 Months ended Year ended
30 June 2023 30 June 2022 31 December 2022
Administrative expenses (1,969) (1,714) (2,605)
Operating loss (1,969) (1,714) (2,605)
Profit/(Loss) before tax (1,969) (1,714) (2,605)
Tax - - -
expense
(1,969) (1,714) (2,605)
Loss for the year from continuing operations
7 (7,256) - -
Loss from discontinued operations - assets sold
Loss from discontinued operations - assets held for sale 7 - (237) (408)
Profit/ (Loss) for the period / year attributable to owners of the parent (9,225) (1,951) (3,013)
Other Comprehensive (loss) / income:
Items that could be reclassified to profit or loss
Exchange differences on translation of foreign operations (724) 8,488 377
Exchange differences reclassified to profit or loss on disposal of foreign 17,961 - -
subsidiaries
Total comprehensive (loss) / income for the period / year attributable to 8,012 6,537 (2,636)
owners of the parent
Loss per share (cents) from continuing operations attributable to owners of 4 US (0.14) US (0.12) US (0.19)
the Parent - Basic & Diluted
Earnings per share (cents) from discontinued operations attributable to owners 4 US (0.52) US (0.02) US (0.03)
of the Parent - Basic & Diluted
Unaudited Unaudited Audited
6 Months ended 6 Months ended Year ended
30 June 2023 30 June 2022 31 December 2022
Cash flows used in operating activities:
Payments to suppliers and employees (9,132) (1,433) (3,358)
Loss on sale of investments 7,003 - -
Net cash outflow from operating activities (2,129) (1,433) (3,358)
Cash flow used in investing activities:
Payments for exploration expenditure - (327) (327)
Cash held with available for sale financial assets - - 141
Cash held on deposit (1,000)
Sale of investments in subsidiaries 35,000 - -
Net cash used in investing activities 34,000 (327) (186)
Cash flow from financing activities:
Cash received on issue of shares, net of issue costs - 345 345
Dividends paid (29,293) - -
Net cash generated from financing activities (29,293) 345 345
Net (decrease)/increase in cash and cash equivalents 2,578 (1,415) (3,199)
Cash and cash equivalents at beginning of period / year 3,667 6,682 6,682
Effect of foreign exchange rates 69 38 -
Cash and cash equivalents at end of period / year 6,314 5,305 3,483
Share capital Share Foreign currency translation reserve
premium Share Accumulated deficit
options reserve Total
At 1 January 2023 80,794 4,278 (17,235) 512 (40,529) 27,820
Loss for the period - - - - (9,225) (9,225)
Exchange differences on translation of foreign operations - - (724) - - (724)
Exchange differences reclassified to profit or loss on disposal of foreign - - 17,961 - - 17,961
subsidiaries
Total comprehensive income for the period - - 17,237 - (9,225) 8,012
Dividends declared - - - - (31,284) (31,284)
At 30 June 2023 (unaudited) 80,794 4,278 2 512 (81,038) 4,548
At 1 January 2022 80,449 4,278 (17,612) 512 (37,516) 30,111
Profit for the period - - - - - -
Exchange differences on translation of foreign operations - - 8,488 - (1,951) 6,537
Total comprehensive income for the period - - 8,488 - (1,951) 6,537
Issue of share capital 345 - - - - 345
Costs of issue - - - - - -
At 30 June 2022 (unaudited) 80,794 4,278 (9,124) 512 (39,467) 36,993
At 1 January 2022 80,449 4,278 (17,612) 512 (37,516) 30,111
Loss for the year - - - - (3,013) (3,013)
Exchange differences on translation of foreign operations - - 377 - - 377
Total comprehensive loss for the period - - 377 - (3,013) (2,636)
Exercise of warrants 345 - - - - 345
At 31 December 2022 (audited) 80,794 4,278 (17,235) 512 (40,529) 27,820
AMUR MINERALS CORPORATION
NOTES TO THE INTERIM REPORT
FOR THE six months ENDED 30 June 2023
(Amounts in thousands of US Dollars)
1. Reporting Entity
Amur Minerals Corporation (the "Company" or the "Group") is a company
domiciled in the British Virgin Islands. The consolidated interim financial
information as at and for the six months ended 30 June 2023 comprise the
results of the Company and its subsidiaries (together referred to as the
"Group").
The consolidated financial statements of the Group for the year ended 31
December 2022 are available upon request from the Company's registered office
at Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands
or at www.amurminerals.com (http://www.amurminerals.com) .
2. BASIS OF PREPARATION
The financial information set out in this report is based on the consolidated
financial information of Amur Minerals Corporation and its subsidiary
companies. The financial information of the Group for the 6 months ended 30
June 2023 was approved and authorised for issue by the Board on 22 September
2023. The interim results have not been audited. This financial information
has been prepared in accordance with the accounting policies that are expected
to be applied in the Report and Accounts of Amur Minerals Corporation for the
year ended 31 December 2022 and are consistent with the recognition and
measurement requirements of IFRS as issued by the International Accounting
Standards Board ("IASB") and interpretations issued by the International
Financial Reporting Interpretations Committee ("IFRIC"). The auditor's report
on the Group accounts to 31 December 2022 was issued with a clean audit
opinion with an emphasis of matter. The comparative information for the full
year ended 31 December 2022 is not the Group's full annual accounts for that
period but has been derived from the annual financial statements for that
period.
The consolidated financial information incorporates the results of Amur
Minerals Corporation and its subsidiaries undertakings as at 30 June 2023.
The corresponding amounts are for the year ended 31 December 2022 and for the
6 month period ended 30 June 2022.
The Group financial information is presented in US Dollars ('US$') and values
are rounded to the nearest thousand Dollars.
The same accounting policies, presentation and methods of computation are
followed in the interim consolidated financial information as were applied in
the Group's latest annual audited financial statements except for those that
relate to new standards and interpretations effective for the first time for
periods beginning on (or after) 1 January 2023, and will be adopted in the
2023 annual financial statements.
A number of new standards, amendments and became effective on 1 January 2023
and have been adopted by the Group. None of these standards have materially
affected the Group.
3. GOING CONCERN
On 6 March 2023 the Company completed the sale of its wholly owned subsidiary
AO Kun-Manie for cash consideration of US$35 million and on 14 June 2023, the
Company paid a Special Dividend of 1.8p (GBP) per share to its shareholders.
The Company retained sufficient funds from to the sale proceeds, plus
pre-existing funds to be used to acquire another project via an RTO.
The Group is currently assessing a number of suitable RTO opportunities,
however, as neither a reverse takeover nor readmission to trading on AIM as an
investing company was completed by 6 September 2023, trading in the Company's
shares on AIM suspended on 7 September 2023. Should an RTO not be completed
within six months from suspension, the Company will be delisted on 8 March
2024.
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 also believe
that the Group has sufficient cash reserves to successfully complete an RTO
within the required timeframe.
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.
4. PROFIT/(LOSS) PER SHARE
Basic and diluted profit/(loss) per share is calculated and set out below. The
effects of warrants and share options outstanding at the period end are
anti-dilutive as they will serve to reduce the profit/(loss) per share. A
total of 4.1 million potential ordinary shares have therefore been excluded
from the following calculations:
Unaudited Unaudited Audited
6 Months ended 6 Months ended Year ended
30 June 2023 30 June 2022 31 December 2022
Net loss for the year from continued operations attributable to equity (1,969) (1,714) (2,605)
shareholders
Weighted average number of shares for the period/year 1,391,636,698 1,390,380,602 1,391,636,698
Basic profit/(loss) per share for continued operations (expressed in cents) US (0.14) US (0.12) US (0.19)
(7,256) (237) (408)
Net loss for the year from discontinued operations attributable to equity
shareholders
Weighted average number of shares for the period/year 1,391,636,698 1,390,380,602 1,391,636,698
Basic profit/(loss) per share for discontinued operations (expressed in cents) US (0.52) US (0.02) US (0.03)
5. FINANCIAL ASSETS
Included in financial assets is US$1,000,000 held as a mandatory short-term
deposit with the Company's bank. The funds become unrestricted and available
for use on 6 March 2024.
6. DISPOSAL OF SUBSIDIARY
On 6 March 2023, Amur sold its wholly owned RF subsidiary AO Kun-Manie for
total cash consideration of US$35 million. The Group derecognized the assets
and liabilities of AO Kun-Manie as at this date and recognized a loss on the
sale of its subsidiary of US$7,002,937 which can be further broken down as
follows:
US$'000
Cash consideration 35,000
FV of net assets at date of sale (24,640)
Cumulative translation losses crystalised upon disposal (17,363)
Loss on sale of subsidiary (7,003)
Included in the net assets of AO Kun-Manie was a loan owing to Amur of
US$28,630,000 which was settled in full upon sale.
AO Kun-Manie recorded a loss for the period to 6 March 2023 of US$253,000
which has been included in discontinued operations.
The financial performance and cash flow information of the discontinued
operation is shown in Note 6.
7. DISCONTINUED OPERATIONS
As at 31 December 2022 and 30 June 2022, the Directors determined that AO
Kun-Manie should be classified as an asset held for sale in accordance with
IFRS 5.
The Directors undertook an impairment assessment of the disposal group's
assets in accordance with IFRS 5 and concluded that the asset's fair value
less costs to sell was in excess of their carrying value. As such, no
impairment has been recognised.
The financial performance and cash flow information of the discontinued
operation is as follows;
Unaudited Unaudited Audited
6 Months ended 6 Months ended Year ended
30 June 2023 30 June 2022 31 December 2022
Administration expenses (253) (236) (403)
Loss on sale of subsidiary (7,003) - -
Loss before tax from discontinued operations (7,256) (236) (403)
Taxation - (1) (5)
Loss from discontinued operations (7,256) (237) (408)
Net cash flows used in operating activities (45) (69) (18)
Net cash flows from financing activities - - 623
Net cash flows from investment activities 34,912 (327) (511)
Net decrease in cash used in disposal group 34,867 (396) 94
The following assets were reclassified as held for sale in relation to the
discontinued operation:
Unaudited Unaudited Audited
6 Months ended 6 Months ended Year ended
30 June 2023 30 June 2022 31 December 2022
Plant and machinery 62 143 109
Exploration 24,654 32,773 24,915
Cash 66 75 141
Inventory 16 41 24
Trade and other debtors 18 6 6
Disposal of subsidiary (24,816) - -
Total assets of disposal group held for sale - 33,038 25,195
The following liabilities were reclassified as held for sale in relation to
the discontinued operation:
Unaudited Unaudited Audited
6 Months ended 6 Months ended Year ended
30 June 2023 30 June 2022 31 December 2022
Provisions 113 156 119
Trade payables - 23 -
Accruals 55 62 55
Other payables 8 21 2
Disposal of subsidiary (176) - -
Total liabilities of disposal group held for sale - 262 176
8. TRADE AND OTHER PAYABLES
Unaudited Unaudited Audited
6 Months ended 6 Months ended Year ended
30 June 2023 30 June 2022 31 December 2021
Trade payables 377 191 131
Accruals 866 519 614
Other payables 1,992 410 -
Total liabilities of disposal group held for sale 3,235 1,120 745
Other payables as at 30 June 2023 includes an amount of US$1.9 million in
relation to unpaid shareholder dividends.
9. SHARE BASED PAYmENTS
Options:
No options were granted during the period ended 30 June 2023 or 30 June 2022.
At 30 June 2023 the following options were outstanding at the beginning and
end of the period:
Outstanding at 1 January 2023 30,000,000
Granted -
Exercised -
Expired (30,000,000)
Vesting -
Outstanding at 30 June 2023 -
The fair value of the options is estimated at the grant date using a
Black-Scholes model, taking into account the terms and conditions on which the
options were granted. This uses inputs for share price, exercise price,
expected volatility, option life, expected dividends and risk-free rate.
The share price is the price at which the shares can be sold in an arm's
length transaction between knowledgeable, willing parties and is based on the
mid-market price on the grant date. The expected volatility is based on the
historic performance of Amur Minerals shares on the Alternative Investment
Market of the London Stock Exchange. The option life represents the period
over which the options granted are expected to be outstanding and is equal to
the contractual life of the options. The risk-free interest rate used is equal
to the yield available on the principal portion of US Treasury Bills with a
life similar to the expected term of the options at the date of measurement.
The total charge arising from outstanding options for the period was US$nil
(H1 2022: US$nil; December 2022: US$nil).
Warrants:
No warrants were granted during the period ended 30 June 2022 or 30 June 2021.
At 30 June 2023 the following warrants were outstanding at the beginning and
end of the period:
Outstanding at 1 January 2023 8,829,270
Granted -
Exercised -
Expired (4,723,776)
Outstanding at 30 June 2023 4,105,494
There was no charge arising from outstanding warrants for the period (H1 2022:
nil; December 2022: nil).
10. share Capital
Audited
Unaudited Unaudited 31 December 2022
30 June 2023 30 June 2022
Number of Shares (no par value):
Authorised 2,000,000,000 2,000,000,000 2,000,000,000
Total issued 1,392,872,315 1,392,872,315 1,379,872,315
11. RELATED PARTIES
For the purposes of these financial statements, entities are considered to be
related if one party has the ability to control the other party or exercise
significant influence over the other party in making financial or operational
decisions as defined by IAS 24 "Related Party Disclosures". In addition,
other parties are considered to be related if they are under common control.
In considering each possible related party relationship, attention is directed
to the substance of the relationship, not merely the legal form.
Details of transactions between the Group and related parties are disclosed
below.
Compensation of Key Management Personnel
Key management personnel are considered to be the Directors and senior
management of the Group:
Unaudited Unaudited Audited
6 Months ended 6 Months ended Year ended
30 June 2023 30 June 2022 31 December 2022
Salaries and fees 237 249 486
Share-based payments - - -
237 249 486
12. EVENTS AFTER THE REPORTING DATE
Following the disposal of the Company's AO Kun-Manie subsidiary, Amur became
classified as an AIM Rule 15 cash shell from that date, and as such was
required to make an acquisition or acquisitions which would constitute a
reverse takeover under Rule 14 of the AIM Rules for Companies, or be
re-admitted on AIM as an investing company under the AIM Rules on or before
the date falling six months from 6 March 2023.
As neither a reverse takeover nor readmission to trading on AIM as an
investing company had been completed by 7 September 2023, trading in the
Company's shares on AIM was suspended.
13. INTERIM REPORT
Copies of this interim report for the six months ended 30 June 2023 will be
available from the Company's website www.amurminerals.com
(http://www.churchillmining.com) .
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
+1 (925) 408-4621 +44(0)20 3470 0470 +44 (0) 20 7138 3203
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