REG-Anglesey Mining PLC: Appendix to Schedule One
11/03/2022 10:00
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FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
FOR IMMEDIATE RELEASE
LEI: 213800X8BO8EK2B4HQ71
11 March 2022
Anglesey Mining plc
(‘Anglesey’ or the ‘Company’)
APPENDIX TO SCHEDULE ONE ANNOUNCEMENT
Further information relating to Anglesey Mining plc in connection with the
proposed admission of its ordinary shares to trading on AIM
Further to the announcement made at 17:57 on 9 March 2022, the London Stock
Exchange has this morning published the correct Schedule One announcement.
This Appendix has been prepared in accordance with the requirements of Rule 2
of, and Schedule One (including the Supplement to Schedule One for a quoted
applicant) to, the AIM Rules that, for a quoted applicant, all information
that is equivalent to that required for an 'admission document' which is not
currently public shall be made public. Information which is public includes,
without limitation, all information available in respect of the Company
accessed at the London Stock Exchange (available
at www.londonstockexchange.com), all information available in respect of the
Company on the FCA's National Storage Mechanism (available
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism), all information
available in respect of the Company at the website of Companies House
at www.companieshouse.gov.uk, all information available on the Company's
website (https://www.angleseymining.co.uk/) and the contents of this
Appendix (together comprising the "Company's Public Record").
AIM
AIM is a market designed primarily for emerging or smaller companies to which
a higher investment risk tends to be attached than to larger or more
established companies. AIM securities are not admitted to the Official List of
the FCA.
A prospective investor should be aware of the risks of investing in such
companies and should make the decision to invest only after careful
consideration and, if appropriate, consultation with an independent financial
adviser.
Each AIM company is required pursuant to the AIM Rules to have a nominated
adviser. The nominated adviser is required to make a declaration to the London
Stock Exchange on admission in the form set out in Schedule Two to the AIM
Rules for Nominated Advisers.
The London Stock Exchange has not itself examined or approved the contents of
this document.
Nominated Adviser and Brokers
J&E Davy ("Davy"), which is authorised and regulated in Ireland by the
Central Bank of Ireland, is acting exclusively as nominated adviser and broker
to the Company in connection with the proposed AIM Admission and will not be
responsible to any person other than the Company for providing the protections
afforded to its customers or for advising any other person on the contents of
this Appendix or in connection with the proposed AIM Admission. The
responsibilities of Davy as the Company's nominated adviser under the AIM
Rules and the AIM Rules for Nominated Advisers are owed solely to the London
Stock Exchange and are not owed to the Company or to any Director or to any
other person in respect of such person's decision to acquire shares in the
Company in reliance on any part of this Appendix. Davy does not accept any
responsibility whatsoever for the contents of this Appendix, and no
representation or warranty, express or implied, is made by Davy with respect
to the accuracy or completeness of this Appendix or any part of it. No
representation or warranty, express or implied, is made by Davy as to any of
the contents of this Appendix and Davy has not authorised the contents of any
part of this Appendix and accepts no liability whatsoever for the accuracy of
any information or opinions contained in this Appendix or for the omission of
any material information from this Appendix for which the Company and the
Directors are solely responsible.
Responsibility
The Company and the Directors, whose names and functions appear on pages 2 and
3 of this Appendix, accept responsibility, individually and collectively, for
the information contained in this Appendix including individual and collective
responsibility for compliance with the AIM Rules. To the best of the knowledge
and belief of the Directors (having taken all reasonable care to ensure that
such is the case), the information contained in this Appendix, for which they
are responsible, is in accordance with the facts and does not omit anything
likely to affect the import of such information.
DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS
Directors John Kearney (Chairman)
Bill Hooley (Deputy Chairman)
Jonathan Battershill (Chief Executive Officer)
Howard B. Miller (Non-Executive Director)
Danesh Varma (Finance Director)
Andrew King (Independent Non-Executive Director)
Namrata Verma (Independent Non-Executive Director)
Company Secretary Danesh Varma
Registered Office Anglesey Mining plc
Tower Bridge House
St. Katharine’s Way
London
E1W 1DD
United Kingdom
Broker and Nominated Adviser J&E Davy
Davy House
49 Dawson Street
Dublin 2
Ireland
Legal Advisers to the Company DLA Piper UK LLP
1 St Peter’s Square
Manchester
M2 3DE
United Kingdom
Auditors Mazars LLP
Tower Bridge House
St. Katharine’s Way
London
E1W 1DD
United Kingdom
Registrar Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DU
United Kingdom
Geological and Mining Consultants Micon International Limited Suite 10, Keswick Hall Keswick Norwich NR4 6TJ
DEFINITIONS
The definitions set out below apply throughout this document unless the
context requires otherwise.
“2019 Annual Report & Accounts” the Company’s annual report and accounts for the year ended 31 March 2019;
“2020 Annual Report & Accounts” the Company’s annual report and accounts for the year ended 31 March 2020;
“2021 Annual Report & Accounts” the Company’s annual report and accounts for the year ended 31 March 2021;
“2021 Interim Report & Accounts” the Company’s interim report and accounts for the six months ended 30 September 2021;
“AIM” AIM, a market operated by the London Stock Exchange;
“AIM Admission” the admission of the Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules;
“AIM Rules” the “AIM Rules for Companies” published by the London Stock Exchange from time to time;
“Anglesey” or the “Company” Anglesey Mining plc, a company incorporated in England and Wales with registered number 1849957;
“Appendix” this document;
“Articles of Association” the articles of association of the Company, as amended from time to time;
“Board” the board of directors of the Company;
“Companies Act” the Companies Act 2006, as amended, modified or re-enacted from time to time;
“Company’s Public Record” information which is in the public domain and which includes, without limitation, all information available in respect of the Company accessed at the London Stock Exchange, all information available in respect of the Company on the FCA’s National Storage Mechanism and all information available in respect of the Company at the website of Companies House at www.companieshouse.gov.uk/ and all information available on the Company’s website at
www.angleseymining.co.uk;
“Davy” J&E Davy;
“Delisting” the proposed cancellation of the listing of the Company’s Ordinary Shares on the Official List and from trading on the London Stock Exchange’s main market for listed securities;
“Directors” means the directors of the Company at the date of this document and “Director” means any one of them;
“Euroclear” Euroclear UK & Ireland Limited;
“FCA” or “Financial Conduct Authority” the Financial Conduct Authority of the United Kingdom or any successor body or bodies carrying out the functions currently carried out by the Financial Conduct Authority;
“FSMA” the Financial Services and Markets Act 2000, as amended;
“GDPR” the EU General Data Protection Regulation (EU) 2016/679;
“Group” the Company together with its subsidiaries and subsidiary undertakings;
“IFRS” International Financial Reporting Standards as adopted for use by the EU;
“London Stock Exchange” London Stock Exchange plc or its successor(s);
“Nominated Adviser & Broker Agreement” the agreement dated 9 March 2022 entered into between the Company and Davy, details of which are set out in paragraph 10.1 of this Appendix;
“Official List” the list maintained by the UK Listing Authority in accordance with section 74(1) of FSMA for the purpose of Part VI of FSMA;
“Ordinary Shares” ordinary shares of 1 pence each in the capital of the Company;
“pounds” or “£” or “pound sterling” means the lawful currency of the United Kingdom;
“QCA Code” the corporate governance code for small and mid-size companies issued by the Quoted Company Alliance, as amended from time to time;
“Reference Date” 10 March 2022, the latest practicable date prior to publication of this document;
“Registrar” Link Asset Services;
“Schedule One Announcement” the announcement by the Company pursuant to Rule 2 and Schedule One to the AIM Rules for Companies, to which this Appendix is attached, in connection with AIM Admission;
“shareholder(s)” means holder(s) of Ordinary Shares;
“subsidiary” has the meaning given in section 1159 of the Companies Act;
“subsidiary undertaking” has the meaning given in section 1162 of the Companies Act;
“Takeover Code” the City Code on Takeovers and Mergers issued by the Takeover Panel, as amended from time to time;
“Takeover Panel” the Panel on Takeovers and Mergers;
“United Kingdom” or “UK” the United Kingdom of Great Britain and Northern Ireland;
INFORMATION relating TO ANGLESEY MINING PLC
1. Information and status on the company
1.1 The Company was incorporated and registered in England and
Wales under the Companies Act 2006 with registration number 1849957 with the
name Peakneat Limited on 21 September 1984. The Company changed its name to
Anglesey Mining PLC on 12 November 1984.
1.2 The principal legislation under which the Company operates
and which the Ordinary Shares have been, and the new Ordinary Shares will be,
issued is the Companies Act and regulations made thereunder. The Company is a
public limited company and, accordingly, the liability of its members is
limited to the amount paid up or to be paid up on their shares.
1.3 The Company is domiciled in the United Kingdom.
1.4 The business of the Group is the development of mineral
properties and its principal activity is exploring and developing its wholly
owned Parys Mountain zinc, lead and copper project in North Wales.
1.5 The legal entity identifier of the Company is
213800X8BO8EK2B4HQ71.
1.6 The Company is the holding company for a number of
subsidiaries. The Company’s principal subsidiaries and its ownership
interests are as follows:
Name of subsidiary Country of Incorporation Percentage of Share Capital held
Parys Mountain Land Limited England & Wales 100
Parys Mountain Heritage Limited England & Wales 100
Parys Mountain Mines Limited England & Wales 100
Angmag AB Sweden 100
2. Share capital of the company
2.1 The Company does not have an authorised share capital and
does not place any limit on the number of shares which the Company may issue.
2.2 The issued fully paid up share capital of the Company as at
(i) the Reference Date; and (ii) the date of the AIM Admission is 248,070,732
Ordinary Shares with an aggregate nominal value of £2,480,707.32.
2.3 All Ordinary Shares in the capital of the Company are
created under the Companies Act, registered and may be held in either
certificated or uncertificated form.
2.4 The ISIN number for the Ordinary Shares is GB0000320472.
2.5 The Company’s Ordinary Shares are currently admitted to
listing on the FCA's Official List (premium listing segment) and to trading on
the London Stock Exchange's Main Market, having first been so admitted on 18
May 1988. Application will be made to the London Stock Exchange for the
Ordinary Shares to be admitted to trading on AIM. It is expected that AIM
Admission will become effective and that trading in Ordinary Shares will
commence on AIM on or around 8 April 2022 and that admission of the Ordinary
Shares to listing on the FCA's Official List (premium listing segment) and to
trading on the London Stock Exchange's Main Market will simultaneously be
cancelled on the same date. The Ordinary Shares will not be admitted to
trading on any other investment exchange.
2.6 As at the Reference Date, no Ordinary Shares were held by or
on behalf of the Company.
2.7 As at the Reference Date, the Company also had 21,529,451
Deferred A Shares and 116,241,384 Deferred B Shares in issue, however these
shares do not carry any rights to vote.
2.8 No person has any rights to purchase the unissued share
capital of the Company.
2.9Further information on the share capital of the Company is set out in the
Company's Public Record.
3. Articles of association
3.1 The Articles of Association of the Company adopted pursuant
to a resolution passed at the annual general meeting of the Company held on 24
September 2010 contain, among others, provisions to the following effect.
Objects
The objects of the Company are unrestricted.
Limited Liability
The liability of the Company’s members is limited to the amount, if any,
unpaid on the shares in the Company held by them.
Share Rights
Subject to any rights attached to existing shares, shares may be issued with
such rights and restrictions as the Company may by ordinary resolution decide,
or (if there is no such resolution or so far as it does not make specific
provision) as the board may decide. Such rights and restrictions shall apply
as if they were set out in the Articles of Association. Redeemable shares may
be issued, subject to any rights attached to existing shares. The board may
determine the terms and conditions and the manner of redemption of any
redeemable share so issued. Such terms and conditions shall apply to the
relevant shares as if they were set out in the Articles of Association.
Voting Rights
Subject to special rights and restrictions as to voting attached to any class
of shares by or in accordance with the Articles of Association, on a vote on a
resolution:
(a)on a show of hands every member present in person has one vote and every
proxy present who has been duly appointed by one or more members will have one
vote, except that if a shareholder votes in person on a resolution then, as
regards that resolution, his proxy shall have no vote; and a proxy shall have
one vote for and one vote against if the proxy has been duly appointed by more
than one member and the proxy has been instructed by one or more members to
vote for and by one or more other members to vote against or by one or more
members to vote in the same way (whether for or against) and one or more of
those members has permitted the proxy discretion as to how to vote; and
(b) on a poll every member has one vote per share held by him and he may vote
in person or by one or more proxies.
This is subject to any special terms as to voting which are given to any
shares or on which shares are held. In the case of joint holders of a share
the vote of the senior who tenders a vote, whether in person or by proxy,
shall be accepted to the exclusion of the votes of the other joint holders
and, for this purpose, seniority shall be determined by the order in which the
names stand in the register in respect of the joint holding.
Restrictions
Unless the board decides otherwise, no member shall be entitled to vote at any
general meeting or class meeting in respect of any share held by him if any
call or other sum then payable by him in respect of that share remains unpaid.
Dividends and Other Distributions
The Company may by ordinary resolution from time to time declare dividends not
exceeding the amount recommended by the board. Subject to the Companies Act,
the board may pay interim dividends, and also any fixed rate dividend,
whenever the financial position of the Company, in the opinion of the board,
justifies its payment.
Except insofar as the rights attaching to, or the terms of issue of, any share
otherwise provide, all dividends shall be declared and paid according to (i)
amounts paid up on the shares in respect of which the dividend is declared and
paid, but no amount paid up on a share in advance of a call may be treated as
paid up on the share; and (ii) the terms on which any share is allotted that
provide that such share shall be entitled to a dividend as if the nominal
amount of it were fully or partly paid from a particular date (in the past or
the future). Except as set out above, dividends may be declared or paid in any
currency.
No dividend or other monies payable by the Company on or in respect of any
share shall carry a right to receive interest from the Company, unless
otherwise provided by the rights attached to the shares.
Variation of Rights
Subject to the Companies Act, rights attached to any class of shares may be
varied with the written consent of the holders of not less than three-fourths
in nominal value of the issued shares of that class, or with the sanction of a
special resolution passed at a separate general meeting of the holders of
those shares validly held in accordance with the provisions of these articles,
but not otherwise.
The rights conferred upon the holders of any shares shall not, unless
otherwise expressly provided in the rights attaching to those shares, be
deemed to be varied by the creation or issue of further shares ranking pari
passu with them or by the purchase or redemption by the Company of its own
shares.
Transfer of Shares
Subject to the Articles of Association, any member may transfer all or any of
his certificated shares by an instrument of transfer in writing in any usual
form or in any other form which the board may approve. The instrument of
transfer must be signed by or on behalf of the transferor and (in the case of
a partly-paid share) the transferee.
The transferor of a share is deemed to remain the holder until the
transferee’s name is entered in the register.
The board can decline to register any transfer of any share which is not a
fully-paid share or the transfer of a share on which the Company has a lien.
The board may also decline to register a transfer of a certificated share
unless the instrument of transfer:
(a) is duly stamped (if required);
(b) is in respect of only one class of share;
(c) is in favour of (as the case may be) a single transferee or renouncee or
not more than four joint transferees or renouncees; and
(d) is delivered for registration to the office or such other place as the
board may decide, accompanied by the certificate for the shares to which it
relates and such other evidence as the board may reasonably require.
General Meetings
The board may convene a general meeting of the Company whenever it thinks fit.
If the board, in its absolute discretion, considers that it is impractical or
undesirable for any reason to hold a general meeting on the date or at the
time or place specified in the notice calling the general meeting, it may
postpone the meeting to another date, time and place.
No business shall be transacted at any general meeting unless a quorum of two
shareholders is present in person or by proxy and entitled to vote. The
absence of a quorum shall not preclude the appointment of a chairman of the
meeting in accordance with the provisions of these articles, which shall not
be treated as part of the business of the meeting.
Directors
(a) Number of directors
There is no maximum number of directors, but the minimum number of directors
is three.
(b) Directors’ shareholding qualification
A director is eligible for appointment or reappointment if he is recommended
by the board or proposed by a notice from a shareholder entitled to attend and
vote at the meeting for appointment or reappointment.
(c) Appointment of directors
Directors may be appointed by the Company by ordinary resolution or by the
board. A director appointed by the board holds office only until the next
annual general meeting of the Company and shall not retire by rotation at such
meeting.
(d) Retirement of directors
At every annual general meeting one third of the directors who are subject to
retirement by rotation or, if their number is not three or a multiple of
three, the number nearest to but not less than one third, shall retire from
office provided that if there are fewer than three directors who are subject
to retirement by rotation, one shall retire from office.
If any one or more directors who have been a director at each of the preceding
two annual general meetings of the Company:
(i)was not appointed or reappointed at either such general meeting; and
(ii) has otherwise ceased to be a director (whether by resignation,
retirement, removal or otherwise) and was not reappointed by general meeting
of the Company at or since either such annual general meeting,
he or they shall retire from office and shall be counted in obtaining the
number required to retire at the meeting.
(e) Removal of directors by ordinary resolution
The Company may by ordinary resolution remove any director before the
expiration of his period of office.
(f) Vacation of office
The office of a director shall be vacated if:
(i) he resigns by notice delivered to the secretary at the office or tendered
at a board meeting;
(ii) he is prohibited by a law from being a director;
(iii) he ceases to be a director by virtue of the Companies Act;
(iv) he is removed from office pursuant to the Company’s Articles of
Association.
(v) he becomes bankrupt or compounds with his creditors generally;
(vi) a registered medical practitioner writes an opinion to the company
stating that he has become physically and mentally incapable of acting as a
director;
(vii) he is or has been suffering from mental ill health and a court makes an
order which wholly or partly prevents him from personally exercising any
powers or rights which he would otherwise have;
(viii) he and his alternate director (if any) are absent without the
permission of the board from meetings of the board for six consecutive months
and the board resolves that his office is vacated; or
(ix) he is removed from office by a notice addressed to him at his last known
address and signed by all his co-directors.
If the office of a director is vacated for any reason, he must cease to be a
member of any committee of the board.
(g) Alternate director
Any director may appoint as his alternate director (i) another director; or
(ii) another person approved by the board and willing to act, and may at his
discretion remove such alternate director. If the alternate director is not
already a director, the appointment, unless previously approved by the board,
shall have effect only upon and subject to being so approved.
(h) Proceedings of the Board
Subject to the provisions of the Articles of Association, the board may meet
for the despatch of business, adjourn and otherwise regulate meetings as it
thinks fit. Any director may summon a board meeting at any time by notice
served on the members of the board. The quorum necessary for the transaction
of the business of the board may be fixed by the board and, unless so fixed at
any other number, shall be two. A meeting of the board at which a quorum is
present shall be competent to exercise all the powers, authorities and
discretions vested in or exercisable by the board.
Questions arising at any meeting of the board shall be determined by a
majority of votes. In the case of an equality of votes the chairman of the
meeting shall have a second or casting vote.
All or any of the members of the board may participate in a meeting of the
board by means of a conference telephone or any communication equipment which
allows all persons participating in the meeting to speak to and hear each
other. A person so participating shall be deemed to be present at the meeting
and shall be entitled to vote and to be counted in the quorum.
A resolution in writing signed by all the directors who are at the relevant
time entitled to receive notice of a board meeting and who would be entitled
to vote on the resolution at a board meeting shall be as valid and effective
for all purposes as a resolution duly passed at a meeting of the board (or
committee).
The board may delegate any of its powers, authorities and discretions to a
committee. The meetings and proceedings of any committee consisting of two or
more members shall be governed by the provisions contained in the Articles of
Association for regulating the meetings and proceedings of the board so far as
the same are applicable and are not superseded by any regulations imposed by
the board.
(i) Remuneration of directors
Each of the executive directors (but not alternate directors) shall be paid a
fee at such rate as may from time to time be determined by the board, and may
be either a fixed sum of money, or may altogether or in part be governed by
business done or profits made or otherwise determined by the board.
Each director may be paid his reasonable travelling, hotel and incidental
expenses of attending meetings of the board, or committees of the board or of
the Company or any other meeting which as a director he is entitled to attend
and shall be paid all other costs and expenses properly and reasonably
incurred by him in the conduct of the Company’s business or in the discharge
of his duties as a director.
(j) Pensions and gratuities for directors
The board may exercise the powers of the Company to provide pensions or other
retirement or superannuation benefits and to provide death or disability
benefits or other allowances or gratuities (by insurance or otherwise) for a
person who is or has at any time been a director of (i) the Company; (ii) a
company which is or was a subsidiary undertaking of the Company; (iii) a
company which is or was allied to or associated with the Company or a
subsidiary undertaking of the Company; or (iv) a predecessor in business of
the Company or of a subsidiary undertaking of the Company, (or in each case,
for any member of his family, including a spouse or former spouse or a person
who is or was dependent on him).
(k) Directors’ interests
The board may authorise any matter which would otherwise involve a director
breaching his duty under the Companies Act to avoid conflicts of interest.
The board may give any such authorisation upon such terms as it thinks fit and
may revoke or vary such authority at any time.
Subject to the provisions of the Companies Act, and provided he has declared
the nature and extent of his interest to the board as required by the
Companies Act, a director may:
(i) be party to, or otherwise interested in, any transaction or arrangement
with the Company or in which the Company has a direct or indirect interest;
(ii) act by himself or through a firm with which he is associated in a
professional capacity for the Company or any other company in which the
Company may be interested (otherwise than as auditor);
(iii) be a director or other officer of, or employed by or a party to a
transaction or arrangement with, or otherwise be interested in any body
corporate in which the Company may be interested, and a director shall not, by
reason of his office, be accountable to the Company for any remuneration or
other benefit realised by reason of having an interest permitted as described
above or by reason of having a conflict of interest authorised by the board
and no contract shall be liable to be avoided on the grounds of a director
having any such interest.
(l) Restrictions on voting
Subject to certain exceptions set out in the Articles of Association, no
director may vote on or be counted in the quorum in relation to any resolution
of the board concerning a matter in which he has a direct or indirect interest
which is, to his knowledge, a material interest.
No director may vote on, or be counted in a quorum in relation to, any
resolution of the board or committee concerning his own appointment.
Subject to the Companies Act, the Company may by ordinary resolution suspend
or relax to any extent the provisions relating to directors’ interests or
the restrictions on voting or ratify any transaction not duly authorised by
reason of a contravention of the provisions.
(m) Borrowing powers
Subject to the Articles of Association and the provision of the Companies Act,
the board may exercise all the powers of the Company to borrow money and to
mortgage or charge all or part of the undertaking, property, and assets
(present or future) and uncalled capital of the Company and to issue
debentures and other securities, whether outright or as collateral security
for a debt, liability or obligation of the Company or of a third party.
The board must restrict the borrowings of the Company and exercise all voting
and other rights or powers of control exercisable by the Company in relation
to its subsidiary undertakings so as to secure that, save with the previous
sanction of an ordinary resolution, no money shall be borrowed if the
aggregate principal amount outstanding of all borrowings by the Group then
exceeds, or would as a result of such borrowing exceed, an amount equal to two
times the adjusted capital and reserves (as defined in the Articles of
Association).
3.2 A complete copy of the Articles of Association may be
accessed at www.angleseymining.co.uk
4. Risk factors
In addition to the risk factors relating to the Company and its industry set
out in the 2021 Annual Report & Accounts, the risk factors set out in this
paragraph 4 relating to the Ordinary Shares should be considered carefully
when evaluating whether to make an investment in the Company. An investment in
the Company is only suitable for investors who are capable or evaluating the
risks and merits of such investment and who have sufficient resources to bear
any loss which might result from such investment. If you are in any doubt as
to the action you should take, you should consult a professional adviser
authorised under FSMA who specialises in advising on the acquisition of shares
and other securities. This summary of risk factors is not intended to be
exhaustive.
4.1 The price of the Ordinary Shares may fluctuate
The value of an investment in the Ordinary Shares may go down as well as up.
The price of the Ordinary Shares may fall in response to a range of external
factors including the results of the Group, appointments to and resignations
from the board of directors and executive management team, speculation in the
market regarding the Group's business or other events affecting the Group and
general stock market conditions. In addition, significant sales of Ordinary
Shares by major shareholders, could have a material adverse effect on the
market price of Ordinary Shares as a whole.
4.2 Investment in AIM securities
An investment in companies whose shares are traded on AIM is perceived to
involve a higher degree of risk and be less liquid than an investment in
companies whose shares are listed on the Official List. AIM is a market
designed primarily for emerging or smaller companies. An investment in the
Ordinary Shares may be difficult to realise. Existing and prospective
investors should be aware that the value of an investment in the Company may
go down as well as up and that the market price of the Ordinary Shares may not
reflect the underlying value of the Company. Investors may realise less than
their investment. Further, a quotation on AIM will afford shareholders a lower
level of regulatory protection than that afforded to shareholders in a company
with its shares listed on the premium segment of the Official List.
5. Information on the directors
5.1 As at the Reference Date and immediately following AIM
Admission becoming effective in accordance with the AIM Rules, the interests
(including related financial products as defined in the AIM Rules) of the
Directors (including persons connected with the Directors within the meaning
of section 252 of the Companies Act and any member of the Director's family
(as defined in the AIM Rules)) in the issued share capital of the Company are
as follows:
Director Legally owned Ordinary Shares Share options
John Kearney - -
Bill Hooley 200,000 -
Jonathan Battershill 1,787,688 -
Howard B. Miller - -
Danesh Varma - -
Andrew King - -
Namrata Verma - -
5.2 Save as stated above:
(i) None of the Directors (nor any person connected with any of them within
the meaning of section 252 of the Companies Act) has any interest, whether
beneficial or non-beneficial, in the share or loan capital in the Company or
any company in the Group or in any related financial product (as defined in
the AIM Rules) referenced to the Ordinary Shares;
(ii) There are no outstanding loans granted or guarantees provided by any
member of the Group to or for the benefit of the Directors or provided by any
Director to any member of the Group;
(iii)None of the Directors has any interest, direct or indirect, in any assets
which have been or are proposed to be acquired or disposed of by, or leased
to, any member of the Group;
(iv) None of the Directors has any option or warrant to subscribe for any
shares in the Company; and
(v) None of the Directors has any interest, direct or indirect, in any
contract or arrangement which is or was unusual in its nature or conditions or
significant to the business of the Group taken as a whole, which were effected
by any member of the Group and which remains in any respect outstanding or
unperformed.
5.3 The Directors hold, or have during the five years preceding
the date of this Appendix held, the following directorships or partnerships:
Director Age Current Directorships / Partnerships Past Directorships / Partnerships
John Kearney 71 Buchans Resources Limited Canadian Manganese Company Inc. Labrador Iron Mines Holdings Limited Conquest Resources Limited Energold Minerals Inc. 681358 Alberta Limited Getty Resources Inc. Karbonate Minerals Corporation Pelly River Mines Limited Rose Creek Vangorda Mines Limited Stranton Limited WFD Limited Golden Sun Resources Oncologica UK Limited Saskatchewan Mining and Minerals Inc. Minco Exploration Plc Northgate Exploration Limited African Gold Plc Canadian Zinc Corporation Xtierra Inc. Avnel Gold Mining Limited Minco Plc
Bill Hooley 74 Labrador Iron Mines Holdings Limited Grängesberg Iron AB -
Jonathan Battershill 51 Silver Mines Limited Black Dragon Gold Corporation Alien Metals Limited E-Cycle Metals Limited JJB Advisory Limited -
Howard B. Miller 78 - Avnel Gold Mining Limited
Danesh Varma 72 Brook Payroll Services Limited Brookfield Investments Corp. Buchans Resources Limited Labrador Iron Mines Holdings Limited Canadian Manganese Company Inc. Grängesberg Iron AB Minco Exploration plc Andromeda Life Sciences Limited Traders Own Ltd Brook Corporate Finance Limited KCA Nominees Limited Kennard Cousins & Associates Limited Centaur Seaplane Limited GPS Wealth Limited Global Presentation Strategies Limited Brook Precious Metals Limited Prima Properties Management Limited Minco Mining Limited Crowd for Angels (UK) Limited Minco Plc Brookfield Infrastructure Partners Juno Limited Arkle Resources Aviary Films Limited
Andrew King 57 Scanmetals (UK) Limited Mincore Inc. Avnel Gold Mining Limited Regia Limited Highland Metals Pte. Ltd. Mil-Ver Metal Company Limited Brookside Metal Corporation
Limited Amalgamated Metal Corporation Plc Ceramics & Alloy Specialists (Pty) Ltd Consolidated Tin Smelters Limited Amalgamated
Metal Investment Holdings Limited British Amalgamated Metal Investments Limited British Metal Corporation Limited The British
Metal Corporation (India) Pty. Ltd. The British Metal Corporation (South Africa) (Pty) Ltd. Alloys Metals and Ceramics Holdings
(Pty) Ltd AMT Futures Limited Sansing Limited African Panther Resources (U) Limited
Namrata Verma 42 Terrafranca Capital Partners Limited Terrafranca Advisory Limited -
5.4 None of the Directors has:
(i) any unspent convictions relating to indictable offences;
(ii) had a bankruptcy order made against them or entered into any individual
voluntary arrangements;
(iii) been a director of a company which has been placed in receivership,
compulsory liquidation, creditors’ voluntary liquidation or administration
or entered into a company voluntary arrangement or any composition or
arrangement with its creditors generally or any class of its creditors whilst
they were a director of that company at the time of, or within the twelve
months preceding, such events;
(iv) been a partner of a firm which has been placed in compulsory liquidation
or administration or which has entered into a partnership voluntary
arrangement whilst they were a partner of that firm at the time of, or within
twelve months preceding, such events;
(v) had any asset belonging to them placed in receivership or been a partner
of a partnership any of whose assets have been placed in receivership whilst
they were a partner at the time of, or within twelve months preceding, such
receivership; or
(vi) been publicly criticised by any statutory or regulatory authority
(including any recognised professional body) or been disqualified by a court
from acting as a director of a company or from acting in the management or
conduct of the affairs of any company.
6. Major shareholders
6.1 The names and shareholdings in the Company held by
‘significant shareholders’ (being persons holding 3% or more of the
Ordinary Shares in the Company), with such shareholdings expressed as a
percentage of the Company’s issued share capital both before and upon AIM
Admission are set out in the Schedule One announcement.
6.2 As at the Reference Date, no major shareholder has any
different voting rights to the other holders of Ordinary Shares in the capital
of the Company.
6.3 The Company is not aware of any person or persons who,
directly or indirectly, jointly or severally, exercise(s) or could exercise
control of the Company or any arrangements the operation of which may, at a
subsequent date, result in a change in the control of the Company.
7. Company’s financial information
7.1 The Group's audited consolidated financial statements
included in the Group's 2021 Annual Report and Accounts, the Group's Annual
Report and Accounts for FY 2019/20 and the Group's Annual Report and Accounts
for FY 2018/19, respectively, together with the audit reports thereon, are
incorporated by reference into this document. The Group's audited consolidated
financial statements for FY 2020/21, FY 2019/2020 and FY 2018/19 were prepared
in accordance with IFRS. The Group's unaudited interim results for the
six-month period ended 30 September 2021, which contain comparative statements
for the same period in the prior financial year, are also incorporated by
reference into this document. These documents are all available from the
Company's website at www.angleseymining.co.uk:
Reference document Information incorporated by reference Page number in the reference document
Anglesey Mining Half Yearly Report for the six months to 30 September 2021 Unaudited Condensed Consolidated Income Statement Page 4
Unaudited Condensed Consolidated Statement of Financial Position Page 5
Unaudited Condensed Consolidated Statement of Cash Flows Page 6
Unaudited Condensed Consolidated Statement of Changes in Group Equity Page 7
Notes to the Condensed Consolidated Financial Statements Pages 8 to 11
Anglesey Mining Annual Report for the year to 31 March 2021 Group Income Statement Page 43
Group Statement of Comprehensive Income Page 43
Group Statement of Financial Position Page 44
Company Statement of Financial Position Page 45
Statement of Changes in Equity Page 46
Group Statement of Cash Flows Page 47
Company Statement of Cash Flows Page 48
Notes to the Financial Statements Pages 49 - 63
Anglesey Mining Annual Report for the year to 31 March 2020 Group Income Statement Page 35
Group Statement of Comprehensive Income Page 35
Group Statement of Financial Position Page 36
Company Statement of Financial Position Page 37
Statement of Changes in Equity Page 38
Group Statement of Cash Flows Page 39
Company Statement of Cash Flows Page 40
Notes to the Financial Statements Pages 41 - 55
Anglesey Mining Annual Report for the year to 31 March 2019 Group Income Statement Page 27
Group Statement of Comprehensive Income Page 27
Group Statement of Financial Position Page 28
Company Statement of Financial Position Page 29
Statement of Changes in Equity Page 30
Group Statement of Cash Flows Page 31
Company Statement of Cash Flows Page 32
Notes to the Financial Statements Pages 33 - 49
7.2 Mazars LLP of Tower Bridge House, St Katharine’s Way,
London E1W 1DD, United Kingdom are the current auditors of the Company.
8. Dividend policy
The Group does not pay a dividend.
9. Litigation and arbitration
Neither the Company nor any other member of the Group is, nor has it been at
any time during the 12 months immediately preceding the date of this Appendix,
involved in any governmental, legal or arbitration proceedings, which may
have, or have had in the recent past, a significant effect on the Company's
and/or the Group's financial position or profitability and there are no such
proceedings of which the Company is aware which are pending or threatened.
10. Material contracts
The following are all of the contracts (not being contracts entered into in
the ordinary course of business) that have been entered into by the Group in
the two years prior to the date of this Appendix and are, or may be, material
to the Group or have been entered into by any member of the Group at any time
and contain obligations or entitlements which are, or may be, material to the
Group, in each case as at the date of this Appendix:
10.1 Nominated Adviser and Broker Agreement
On 9 March 2022, the Company entered into an agreement with Davy under which
Davy agreed to act as nominated adviser and broker to the Company, as required
under the AIM Rules for Companies. Following Admission, the Nominated Adviser
and Broker Agreement is terminable by either party on sixty days’ notice and
Davy will be entitled to terminate the agreement in certain customary
circumstances, including if there has been a material breach by the Company of
its obligations under the agreement or if the Ordinary Shares cease to be
admitted to trading on AIM. The Company has given customary undertakings,
warranties and indemnities to Davy.
10.2 Project Development and Cooperation Agreement
On 26 November 2018, the Company entered into an agreement with QME Mining
Technical Services (“QME”), a division of QME Ltd pursuant to which QME
agreed to carry out an agreed programme of design, engineering and
optimisation studies relating to the future development of Parys Mountain.
Subsequent to the agreement, QME carried out a detailed review of various
development and mining alternatives for Parys Mountain and delivered the
results to the Company. In consideration for services rendered, the Company
has granted QME various rights and options relating to the future development
of Parys Mountain, including:
(i) awarding exclusive contracts for the development of the decline and
underground mind development on terms to be agreed;
(ii) in the event that the Company and QME are not able to agree terms AYM may
offer such contracts to third parties, subject to a right of first refusal in
favour of QME, and subject to a payment by AYM to QME, upon the award of such
contracts to a third-party, of a break-fee; and
(iii) a right and option granted to QME, upon completion of the
pre-feasibility study to undertake, at QME’s cost and investment, the mine
development component of the Parys Mountain project, including decline and
related underground development and shaft development, with a scope to be
agreed, to the point of commencement of production, in consideration of which
QME would earn a 30% undivided joint venture interest in the Parys Mountain
project.
11. Corporate governance
11.1 Up to the date of AIM Admission, the recognised corporate
governance code that the Board has been and will be applying is the UK
Corporate Governance Code. The Corporate Governance Report is set out on pages
29 to 34 of the 2021 Annual Report and outlines how the Company seeks to apply
the Principles of the UK Corporate Governance Code under five sections, the
actions the Company has taken and some resulting outcomes.
11.2 The recognised corporate governance code that the Board will
comply with following the AIM Admission is the QCA Code.
12. The Takeover Code and the Companies Act
12.1 Mandatory takeover bids
(i) The Takeover Code applies to all takeover and merger transactions in
relation to the Company and operates principally to ensure that shareholders
are treated fairly and are not denied an opportunity to decide on the merits
of a takeover and that shareholders of the same class are afforded equivalent
treatment. The Takeover Code provides an orderly framework within which
takeovers are conducted and the Takeover Panel has now been placed on a
statutory footing.
(ii) The Takeover Code is based upon a number of General Principles which are
essentially statements of standards of commercial behaviour. General Principle
One states that all holders of securities of an offeree company of the same
class must be afforded equivalent treatment and if a person acquires control
of a company, the other holders of securities must be protected. This is
reinforced by Rule 9 of the Takeover Code which requires a person, together
with persons acting in concert with him, who acquires shares carrying voting
rights which amount to 30 per cent. or more of the voting rights to make a
general offer. "Voting rights" for these purposes means all the voting rights
attributable to the share capital of a company which are currently exercisable
at a general meeting. A general offer will also be required where a person
who, together with persons acting in concert with him, holds not less than 30
per cent. but not more than 50 per cent. of the voting rights, acquires
additional shares which increase his percentage of the voting rights. Unless
the Takeover Panel consents, the offer must be made to all other shareholders,
be in cash (or have a cash alternative) and cannot be conditional on anything
other than the securing of acceptances which will result in the offeror and
persons acting in concert with him holding shares carrying more than 50 per
cent. of the voting rights.
(iii) There are not in existence any current mandatory takeover bids in
relation to the Company.
12.2 Squeeze out
Section 979 of the Companies Act provides that if, within certain time limits,
an offer is made for the share capital of the Company, the offeror is entitled
to acquire compulsorily any remaining shares if it has, by virtue of
acceptances of the offer, acquired or unconditionally contracted to acquire
not less than 90 per cent. in value of the shares to which the offer relates
and in a case where the shares to which the offer relates are voting shares,
not less than 90 per cent. of the voting rights carried by those shares. The
offeror would effect the compulsory acquisition by sending a notice to any
remaining minority shareholders telling them that it will compulsorily acquire
their shares and then, six weeks from the date of the notice, pay the
consideration for the shares to the Company to hold on trust for such
shareholders. The consideration offered to shareholders whose shares are
compulsorily acquired under the Companies Act must, in general, be the same as
the consideration available under the takeover offer.
12.3 Sell out
Section 983 of the Companies Act permits a minority shareholder to require an
offeror to acquire its shares if the offeror has acquired or contracted to
acquire shares in the Company which amount to not less than 90 per cent. in
value of all the voting shares in the Company and carry not less than 90 per
cent. of the voting rights. Certain time limits apply to this entitlement. If
a shareholder exercises its rights under these provisions the offeror is bound
to acquire those shares on the terms of the offer or on such other terms as
may be agreed.
13. Taxation
The following summary is intended as a general guide only for Shareholders who
are UK tax resident as to their tax position under current UK tax legislation
and HMRC practice as at the date of this Appendix. Such law and practice
(including, without limitation, rates of tax) is in principle subject to
change at any time.
The Company is at the date of this Appendix resident for tax purposes in the
United Kingdom and the following is based on that status.
This summary is not a complete and exhaustive analysis of all the potential UK
tax consequences for holders of Ordinary Shares. It addresses certain limited
aspects of the UK taxation position applicable to shareholders resident and
domiciled for tax purposes in the United Kingdom (except in so far as express
reference is made to the treatment of non-UK residents) and who are absolute
beneficial owners of their Ordinary Shares (as applicable) and who hold their
Ordinary Shares as an investment and not as party to an arrangement that would
produce a return that is economically equivalent to interest or which has the
main purpose, or one of the main purposes, the obtaining of a tax advantage.
This summary does not address the position of certain classes of shareholders
who (together with associates) have a 10 per cent. or greater interest in the
Company, or such as dealers in securities, market makers, brokers,
intermediaries, collective investment schemes, pension funds, charities or UK
insurance companies or whose shares are held under a self-invested personal
pension or an individual savings account or are 'employment related
securities' as defined in section 421B of the Income Tax (Earnings and
Pensions) Act 2003.
Any person who is in any doubt as to his tax position or who is subject to
taxation in a jurisdiction other than the United Kingdom should consult his or
her professional advisers immediately as to the taxation consequences of his
or her ownership and disposition of Ordinary Shares.
This summary is based on current United Kingdom tax legislation. Shareholders
should be aware that future legislative, administrative and judicial changes
could affect the taxation consequences described below.
13.1 Taxation of Dividends
Under current UK taxation legislation, there is no UK withholding tax on
dividends, including cases where dividends are paid to a shareholder who is
not resident (for tax purposes) in the United Kingdom.
UK tax resident and domiciled or deemed domiciled individual shareholders
All dividends received from the Company by an individual shareholder who is
resident and domiciled (or deemed domiciled) in the UK will, except to the
extent that they are earned through an ISA, self-invested pension plan or
other regime which exempts the dividend from tax, form part of the
shareholder’s total income for income tax purposes and will represent the
highest part of that income.
A nil rate of income tax applies to the first £2,000 of dividend income
received by an individual shareholder in a tax year (the “Nil Rate
Amount”), regardless of what tax rate would otherwise apply to that dividend
income. If an individual receives dividends in excess of this allowance in a
tax year, the excess will be taxed at 7.5 per cent (due to increase to 8.75
per cent on 6 April 2022). (for individuals not liable to tax at a rate above
the basic rate), 32.5 per cent. (due to increase to 33.75 per cent on 6 April
2022) (for individuals subject to the higher rate of income tax) and 38.1 per
cent. (due to increase to 39.35 per cent on 6 April 2022) (for individuals
subject to the additional rate of income tax) for 2020/21.
To the extent that total income exceeds any remaining standard rate band
(maximum £1,000), trustees of discretionary trusts receiving dividends from
shares are liable to account for income tax at the dividend trust rate,
currently 38.1 per cent (due to increase to 39.35 per cent on 6 April 2022) (a
rate of 7.5 per cent (8.75 per cent from 6 April 2022)) applies to dividend
income within the standard rate band). Trustees do not qualify for the £2,000
dividend allowance available to individuals. This is a complex area and
trustees of such trusts should consult their own tax advisers.
UK pension funds and charities are generally exempt from tax on dividends
which they receive.
Corporate shareholders within the charge to UK corporation tax
Shareholders within the charge to UK corporation tax which are 'small
companies' for the purposes of Chapter 2 of Part 9A of the Corporation Tax Act
2009 will generally not be subject to UK corporation tax on any dividend
received provided certain conditions are met (including an anti-avoidance
condition).
A UK resident corporate shareholder (which is not a 'small company' for the
purposes of the UK taxation of dividends legislation in Part 9A of the
Corporation Tax Act 2009) will be liable to UK corporation tax (currently at a
rate of 19 per cent as from 1 April 2020) unless the dividend falls within one
of the exempt classes set out in Part 9A. Examples of exempt classes (as
defined in Chapter 3 of Part 9A of the Corporation Tax Act 2009) include
dividends paid on shares that are 'ordinary shares' (that is shares that do
not carry any present or future preferential right to dividends or to the
Company’s assets on its winding up) and which are not 'redeemable', and
dividends paid to a person holding less than 10 per cent. of the issued share
capital of the payer (or any class of that share capital in respect of which
the distribution is made). However, the exemptions are not comprehensive and
are subject to various conditions and anti-avoidance rules.
Non-resident shareholders
Non-UK resident corporate shareholders are not generally subject to UK tax on
dividend receipts.
Non-UK resident individual shareholders who receive a dividend from the
Company are treated as having paid UK income tax on their dividend income at
the dividend ordinary rate (7.5 per cent, due to increase to 8.75 per cent on
6 April 2022). Such income tax will not be repayable to a non-UK resident
individual shareholder. A non-UK resident individual shareholder is not
generally subject to further UK tax on dividend receipts.
Non-UK resident shareholders may however be subject to taxation on dividend
income under local law, in their country or jurisdiction of residence and/or
citizenship. Non-UK resident shareholders should consult their own tax
advisers in respect of the application of such provisions, their liabilities
on dividend payments and/or what relief or credit may be claimed in the
jurisdiction in which they are resident.
13.2 Taxation of Chargeable Gains
Individual Shareholders
If an individual shareholder is within the charge to UK capital gains tax, a
disposal (or deemed disposal) of all or some of his or her Ordinary Shares may
give rise to a chargeable gain or an allowable loss for the purposes of
capital gains tax, depending on his or her circumstances. The rate of capital
gains tax on disposal of shares is 10 per cent. (current and proposed
2022/2023) for individuals who are subject to income tax at the basic rate and
20 per cent. (current and proposed for 2022/2023) for individuals who are
subject to income tax at the higher or additional rates. An individual
shareholder is entitled to realise an annual exempt amount (£12,300 from 6
April 2022).
Corporate Shareholders
For a corporate shareholder within the charge to UK corporation tax, a
disposal (or deemed disposal) of Ordinary Shares may give rise to a chargeable
gain at the rate of corporation tax applicable to that shareholder (currently
19 per cent, due to increase to 25 per cent from 1 April 2023) or an allowable
loss for the purposes of UK corporation tax. Indexation allowance may reduce
the amount of chargeable gain that is subject to corporation tax by increasing
the chargeable gains tax base cost of an asset in accordance with the rise in
the retail prices index from the month of acquisition up to 31 December 2017.
Indexation allowance is currently 'frozen' so that it does not increase the
chargeable gains tax base cost for any period from 1 January 2018 onwards,
even if the date of disposal occurs at a later point in time.
Non-resident shareholders
A shareholder who is not resident in the United Kingdom for tax purposes, but
who carries on a trade, profession or vocation in the United Kingdom through a
permanent establishment (where the shareholder is a company) or through a
branch or agency (where the shareholder is not a company) and has used, held
or acquired the Ordinary Shares for the purposes of such trade, profession or
vocation or such permanent establishment, branch or agency (as appropriate)
may be subject to UK tax on capital gains on the disposal of Ordinary Shares.
In addition, holders of Ordinary Shares who are individuals and who dispose of
Ordinary Shares while they are temporarily non-resident may be treated as
disposing of them in the tax year in which they again become resident in the
United Kingdom.
13.3 Inheritance Tax
Individual and trustee Shareholders domiciled or deemed to be domiciled in any
part of the United Kingdom may be liable on occasions to inheritance tax
(“IHT”) on the value of any Ordinary Shares held by them. Under current
law, the primary occasions on which IHT is charged are on the death of the
Shareholder, on any gifts made during the seven years prior to the death of
the Shareholder (which will also be brought into account when calculating the
IHT on the death of the Shareholder), and on certain lifetime transfers,
including transfers to trusts or appointments out of trusts to beneficiaries,
save in very limited and exceptional circumstances.
However, a relief from IHT known as business property relief (“BPR”) may
apply to ordinary shares or preference shares in unlisted trading companies
once these have been held with such status for two years by the Shareholder.
This relief may apply notwithstanding that a company’s shares will be
admitted to trading on AIM (although it does not apply to companies whose
shares are listed on the Official List, which was the case for the Ordinary
Shares prior to admission to AIM). BPR operates by reducing the value of
shares by 100 per cent. for IHT purposes which means that there will be no IHT
to pay.
Shareholders should consult an appropriate professional adviser if they intend
to make a gift of any kind or intend to hold any Ordinary Shares through trust
arrangements. They should also seek professional advice in a situation where
there is a potential for a double charge to UK IHT and an equivalent tax in
another country.
13.4 Stamp Duty and Stamp Duty Reserve Tax ("SDRT")
Neither UK stamp duty nor SDRT should arise on transfers of Ordinary Shares on
AIM (including instruments transferring Ordinary Shares and agreements to
transfer Ordinary Shares) based on the following assumptions:
(i) the Ordinary Shares are admitted to trading on AIM, but are not listed on
any market (with the term 'listed' being construed in accordance with section
99A of the Finance Act 1986) , and this has been certified to Euroclear; and
(ii) AIM continues to be accepted as a 'recognised growth market' (as
construed in accordance with section 99A of the Finance Act 1986). In the
event that either of the above assumptions does not apply, stamp duty or SDRT
may apply to transfers of Ordinary Shares in certain circumstances, at the
rate of 0.5 per cent. of the amount or value of the consideration (rounded up
in the case of stamp duty to the nearest £5).
13.5 AIM
Companies whose shares trade on AIM are deemed unlisted for the purposes of
certain areas of UK taxation. Following the AIM Admission, Ordinary Shares
held by individuals for at least two years from the AIM Admission may qualify
for more generous exemptions from inheritance tax on death or in relation to
lifetime transfers of those Ordinary Shares. Shareholders should consult their
own professional advisers on whether an investment in an AIM security is
suitable for them, or whether the tax benefit referred to above may be
available to them.
The comments set out above are intended only as a general guide to the current
tax position in the United Kingdom at the date of this Appendix. The rates and
basis of taxation can change and will be dependent on a shareholder’s
personal circumstances.
Neither the Company nor its advisers warrant in any way the tax position
outlined above which, in any event, is subject to changes in the relevant
legislation and its interpretation and application.
14. Related party transactions
Details of related party transactions are set out in note 14 to the 2021
Interim Report & Accounts, in note 24 to the 2021 Annual Report & Accounts, in
note 24 to 2020 Annual Report & Accounts and in note 25 to the 2019 Annual
Report & Accounts.
15. Investments
Details of the Group’s investments are set out in note 10 to the 2021
Interim Report & Accounts, in note 13 to the 2021 Annual Report & Accounts, in
note 13 to the 2020 Annual Report & Accounts and in note 13 to the 2019 Annual
Report & Accounts.
16. Employees
For the six months ended 30 September 2021, the Group had one full-time
employee.
17. General
17.1 Davy has given and not withdrawn its written consent to the
issue of this Appendix with the inclusion of its name and references to it in
the form and context in which it is included.
17.2 The independent Preliminary Economic Assessment (“PEA”) on
the Parys Mountain project completed by Micon International Limited and a
letter by Micon International Limited stating that there had been no
significant change to the PEA as at 7 March 2022 are incorporated by reference
in full into this document and are available on the Company’s website
at www.angleseymining.co.uk.
17.3 No public takeover bids have been made by third parties in
respect of the Company’s issued share capital during the six months ended 30
September 2021 or during the current accounting period up to the date of this
Appendix.
17.4 There are no environmental issues that affect the Group’s
utilisation of its tangible fixed assets.
17.5 Save as disclosed in the Company’s Public Record, the
Directors are not aware of any known trends, uncertainties, demands,
commitments, or events that are reasonably likely to have a material effect on
the Company’s prospects for at least the current financial year.
- Ends -
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