REG - Arc Minerals Limited - Interim Results
29/09/2022 07:01
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RNS Number : 0709B Arc Minerals Limited 29 September 2022
29 September 2022
Arc Minerals Ltd
('Arc Minerals' or the 'Company')
Interim Results
Arc Minerals announces its unaudited financial results for the six months
ended 30 June 2022 (the "Interim Results") which is available to view at the
following link:
http://www.rns-pdf.londonstockexchange.com/rns/0709B_1-2022-9-28.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/0709B_1-2022-9-28.pdf) and
will be made available on the Company's website at
http://www.arcminerals.com/investors/document-library/default.aspx
(http://www.arcminerals.com/investors/document-library/default.aspx) .
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.
Forward-looking Statements
This news release contains forward-looking statements that are based on the
Company's current expectations and estimates. Forward-looking statements are
frequently characterised by words such as "plan", "expect", "project",
"intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other
similar words or statements that certain events or conditions "may" or "will"
occur. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that could cause actual events or results to
differ materially from estimated or anticipated events or results implied or
expressed in such forward-looking statements. Such factors include, among
others: the actual results of current exploration activities; conclusions of
economic evaluations; changes in project parameters as plans continue to be
refined; possible variations in ore grade or recovery rates; accidents, labour
disputes and other risks of the mining industry; delays in obtaining
governmental approvals or financing; and fluctuations in metal prices. There
may be other factors that cause actions, events or results not to be as
anticipated, estimated or intended. Any forward-looking statement speaks only
as of the date on which it is made and, except as may be required by
applicable securities laws, the Company disclaims any intent or obligation to
update any forward-looking statement, whether as a result of new information,
future events or results or otherwise. Forward-looking statements are not
guarantees of future performance and accordingly undue reliance should not be
put on such statements due to the inherent uncertainty therein.
Shareholder consent to receive information electronically
At the Annual General Meeting of the Company held in September 2012,
Shareholders approved electronic communication and dissemination of
information via the Company's official website, including but not limited to
Notices of General Meetings, Forms of Proxy and Annual Reports and Accounts.
Shareholders are reminded that their right to request information in print
remains unaffected and that they can do so by contacting the Company giving no
less than 14 days' notice.
**ENDS**
Contacts
Arc Minerals Ltd +44 (0) 20 7917 2942
Nick von Schirnding (Executive Chairman)
SP Angel (Nominated Adviser & Joint Broker) +44 (0) 20 3470 0470
Ewan Leggat / Adam Cowl
WH Ireland Limited (Joint Broker) +44 (0) 20 7220 1666
Harry Ansell / Katy Mitchell
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the period ended 30 June 2022
Six Months to Six Months to
30 June
30 June
2021
2022
(Unaudited) (Unaudited)
Notes £ 000's £ 000's
Administrative expenses (808) (1,233)
Share based payments expense - (2,356)
Operating Income / (Loss) (808) (3,589)
Zamsort/Handa Restructuring 9 (6,815) -
Gains and losses on the disposal of Casa 7 (840) -
Non-operating Income / (Loss) (7,655) (3,589)
Income / (Loss) before tax (8,463) (3,589)
Income tax expense - -
Income / (Loss) for the period 3 (8,463) (3,589)
Other comprehensive income / (loss)
Items that may be reclassified subsequently to profit or loss:
Unrealised gains 32 -
Effect of currency translation (487) (69)
Other comprehensive income / (loss) for the period, net of tax (455) (69)
Total comprehensive income / (loss) for the period (8,918) (3,658)
Income / (Loss) attributable to:
Equity holders of the parent (6,573) (3,557)
Non-controlling interest (1,890) (32)
(8,463) (3,589)
Total comprehensive income / (loss) attributable to:
Equity holders of the parent (6,830) (3,603)
Non-controlling interest (2,088) (55)
(8,918) (3,658)
Loss per share attributable to the owners of the parent during the period
(expressed in pence per share)
- Basic (pence per share) 3 (0.69) (0.33)
The notes are an integral part of these consolidated financial statements.
CONSOLIDATED Statement of Financial Position
as at 30 June 2022
As at As at
30 June
31 December
2022
2021
(Unaudited) (Audited)
Notes £ 000's £ 000's
ASSETS
Non-current assets
Intangible assets 4 4,938 4,490
Fixed assets 5 19 22
Total non-current assets 4,957 4,512
Current assets
Trade and other receivables 6 1,175 4,410
Assets held for sale - 3,592
Short term investments 8 2,071 -
Cash and cash equivalents 2,348 1,735
Total current assets 5,594 9,737
TOTAL ASSETS 10,551 14,249
LIABILITIES
Current liabilities
Trade and other payables 10 (1,007) (1,338)
Total current liabilities (1,007) (1,338)
Non-current liabilities
Long term payables 11 (4,531) (4,735)
Total non-current liabilities (4,531) (4,735)
TOTAL LIABILITIES (5,538) (6,067)
NET ASSETS 5,013 8,182
EQUITY
Share capital 12 - -
Share premium 64,210 62,019
Share based payments reserve 273 273
Warrant reserve 84 84
Foreign exchange reserve 2,428 (1,885)
Retained earnings (61,848) (53,385)
Non-controlling interest (134) 1,076
TOTAL EQUITY 5,013 8,182
The notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
for the period ended 30 June 2022
As at As at
30 June
30 June
2022
2021
(Unaudited) (Unaudited)
Notes £ 000's £ 000's
Cash flows from operating activities
Loss before tax (8,463) (3,589)
Depreciation 3 -
Currency gains (285) -
Zamsort/Handa Restructuring 9 6,815 -
Non cash revaluation loss 8 2,044 -
Share based payments expense - 2,356
Operating gain/(loss) before changes in working capital 114 (1,224)
Increase in trade and other receivables (1,018) (431)
Decrease in trade and other payables (331) (830)
Net cash used in operating activities (1,349) (2,485)
Cash flows used in investing activities
Additions to intangible assets 4 (139) (20)
Additions to property, plant and equipment 5 - -
Net cash used in investing activities (139) (20)
Cash flows from financing activities
Proceeds from issue of ordinary shares net of share issue cost 12 2,191 4,837
(Decrease)/Increase in long term payables (204) 52
Net cash used in financing activities 1,987 4,889
Net increase/(decrease) in cash and cash equivalents 613 2,384
Cash and cash equivalents at beginning of period 1,735 700
Cash and cash equivalents at end of period 2,348 3,084
The notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the period ended 30 June 2022
Share Share premium Foreign exchange reserve Share based payment reserve Warrant Retained earnings Total Non-controlling Total
capital
interest
equity
Reserve
£ 000's £ 000's £ 000's £ 000's £ 000's £ 000's £ 000's £ 000's £ 000's
As at 1 January 2021 - 55,755 (3,111) 1,368 84 (49,056) 5,040 506 5,546
Loss for the period - - - - - (3,589) (3,589) - (3,589)
Items that may be reclassified subsequently to profit or loss:
Currency translation differences - - (69) - - - (69) - (69)
Total comprehensive loss for the period - - (69) - - (3,589) (3,658) - (3,658)
Share capital issued net of share issue costs - 3,785 - - - - 3,785 - 3,785
Warrants exercised - 1,272 - - - - 1,272 - 1,272
Share based payments expense 2,356 2,356 2,356
Share based payments cancelled - - - (3,474) - - (3,474) - (3,474)
Increase/(Decrease) of NCI in Zamsort and Zaco - - - - - - - (26) (26)
Total transactions with owners, recognised directly in equity - 5,057 - (1,118) - - 3,939 (26) 3,913
As at 30 June 2021 - 60,812 (3,180) 250 84 (52,645) 5,321 480 5,801
As at 1 January 2022 - 62,019 (1,885) 273 84 (53,385) 7,106 1,076 8,182
Loss for the period - - - - - (8,463) (8,463) - (8,463)
Items that may be reclassified subsequently to profit or loss:
Currency translation differences - - (455) - - - (455) - (455)
Total comprehensive loss for the period - - (455) - - (8,463) (8,918) - (8,918)
Share capital issued net of share issue costs - - - - - - - - -
Warrants and options exercised - 2,191 - - - - 2,191 - 2,191
Effect of foreign exchange on the opening balance - - 4,768 - - - 4,768 - 4,768
Increase/(Decrease) of NCI - - - - - - - (1,210) (1,210)
Total transactions with owners, recognised directly in equity - 2,191 4,768 - - - 6,959 (1,210) 5,749
As at 30 June 2022 - 64,210 2,428 273 84 (61,848) 5,417 (134) 5,013
The notes are an integral part of these consolidated financial statements.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
For the period ended 30 June 2022
1. Basis of preparation
The condensed consolidated interim financial statements have been prepared
under the historical cost convention and on a going concern basis and in
accordance with International Financial Reporting Standards and IFRIC
interpretations adopted for use in the European Union ("IFRS") and those parts
of the BVI Business Companies Act applicable to companies reporting under
IFRS.
The condensed consolidated interim financial statements contained in this
document do not constitute statutory accounts. In the opinion of the
directors, the condensed consolidated interim financial statements for this
period fairly presents the financial position, result of operations and cash
flows for this period.
The Board of Directors approved this Interim Financial Report on 28 September
2022.
Statement of compliance
The condensed consolidated interim financial statements have been prepared in
accordance with the requirements of the AIM Rules for Companies. As permitted,
the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in
preparing these interim condensed consolidated interim financial statements.
The condensed interim financial statements should be read in conjunction with
the annual financial statements for the year ended 31 December 2021, which
have been prepared in accordance with IFRS as adopted by the European Union.
Accounting policies
The condensed consolidated interim financial statements for the period ended
30 June 2022 have not been audited or reviewed in accordance with the
International Standard on Review Engagements 2410 issued by the Auditing
Practices Board. The figures were prepared using applicable accounting
policies and practices consistent with those adopted in the statutory annual
financial statements for the year ended 31 December 2021.
Fair value measurement
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place
either in the principal market for the asset or liability, or in the absence
of a principal market, in the most advantageous market for the asset or
liability.
The fair value of an asset or a liability is measured using the assumptions
that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest. A fair
value measurement of a non-financial asset takes into account a market
participant's ability to generate economic benefits by using the asset in its
highest and best use or by selling it to another market participant that would
use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances
and for which sufficient data is available to measure fair value, maximising
the use of relevant observable inputs and minimising the use of unobservable
inputs. All assets and liabilities for which fair value is measured or
disclosed in the financial statements are categorised within the fair value
hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
• Level 1 - Quoted (unadjusted) market prices in active markets for
identical assets or liabilities.
• Level 2 - Valuation techniques for which the lowest level input that is
significant to the fair value measurement is directly or indirectly
observable.
• Level 3 - Valuation techniques for which the lowest level input that is
significant to the fair value measurement is unobservable.
2. Financial Risk Management
Risks and uncertainties
The Board continually assesses and monitors the key risks of the business. The
key risks that could affect the Group's medium-term performance and the
factors that mitigate those risks have not substantially changed from those
set out in the Group's December 2021 Annual Report and Financial Statements, a
copy of which is available from the Group's website: www.arcminerals.com. The
key financial risks are market risk, currency risk, and liquidity.
3. Loss per share
Six Months to Six Months to
30 June
30 June
2022
2021
(Unaudited) (Unaudited)
Notes £ 000's £ 000's
Loss for the period (8,463) (3,589)
Weighted average number of ordinary shares used in calculating basic loss per 1,223,545 1,079,320
share (000's)
Basic loss per share (expressed in pence) (0.69) (0.33)
As the inclusion of the share options would result in a decrease in the
earnings per share, they are considered to be anti-dilutive and, as such, a
diluted loss per share is not included.
4. Intangible Assets
Zaco Zamsort Alvis-Crest Handa Total
Deferred Exploration Costs Deferred Exploration Costs Prospecting & Exploration rights Deferred Exploration Costs Other Intangible Assets
£ 000's £ 000's £ 000's £ 000's £ 000's £ 000's
As at 1 January 2022 955 2,035 1,312 - 188 4,490
Disposals - - - - - -
Reclassification - - - 64 (64) -
Additions 68 - - 4 67 139
Transfer from Zamsort to Handa((i)) - (1,960) - 1,960 - -
Foreign exchange 114 (75) - 234 36 309
As at 30 June 2022 1,137 - 1,312 2,262 227 4,938
As at 31 December 2021 955 2,035 1,312 - 188 4,490
((i) See note 8 for details)
5. Fixed Assets
Processing Plant Mining Equipment Motor Vehicles Furniture & Fittings Total
£ 000's £ 000's £ 000's £ 000's £ 000's
Cost
At 1 January 2022 - - 86 33 119
Disposal of Zamsort subsidiary - - (50) (32) (68)
Additions - - - - -
Foreign exchange - - 3 1 (10)
At 30 June 2022 - - 39 2 41
Depreciation
At 1 January 2022 - - (66) (31) (97)
Disposal of Zamsort subsidiary - - 47 31 78
Depreciation - - (2) (1) (3)
At 30 June 2022 - - (21) (1) (22)
Cost
At 1 January 2021 2,063 132 56 26 2,277
Impairment - - - (1) (1)
Alvis-Crest acquisition - - 14 - 14
Disposals - - - - -
Additions - - - - -
Reclassification of fixed assets to held for sale assets (2,652) (169) - - (2,821)
Foreign exchange 589 37 16 8 650
At 31 December 2021 - - 86 33 119
Depreciation
At 1 January 2021 - (98) (38) (23) (159)
Disposals - - - - -
Alvis-Crest acquisition (9) - (9)
Depreciation - (21) (8) (2) (31)
Reclassification of fixed assets to held for sale assets - 148 - 148
Foreign exchange - (29) 11 (6) (46)
At 31 December 2021 - - (66) (31) (97)
NBV - 30 June 2022 - - 18 1 19
NBV - 31 December 2021 - - 20 2 22
6. Trade and Other Receivables
Included in trade and other receivables at 30 June 2022 is c.£1.1m (USD
1,375,000) in relation to the disposal of the Company's interest in Casa
Mining Ltd and the Misisi Project (see note 12).
7. Gains and Losses on Disposal of Casa Mining Ltd
In the period to 30 June 2022, the gains and losses in respect of the disposal
of Casa, totalling £840k, comprise the following:
Consideration
As announced on 29 April 2022, Regency Mining Ltd ("Regency") acquired a 73.5%
interest in the Misisi gold project ("Misisi Project") from Golden Square
Equity Partners Limited ("Golden Square"), replacing Rackla Metals Inc. as the
acquiror of Misisi. The terms of the transaction were that Arc would be paid
USD 250,000 in cash and the equivalent of USD 1,250,000 in shares in a
publicly listed company in Canada ("Consideration Shares"), representing an
additional gain on disposal of £1.204M (USD 1,500,000). The agreement also
provided Arc with a royalty agreement on the same terms as the previous
royalty agreement announced on 5 May 2021.
On 30 June, the Company received the first cash payment of USD 125,000 towards
the USD 1,500,000 receivable from the disposal of its Casa interests. On 12
September, the Company received the second cash payment of USD 125,000,
bringing the aggregate cash payments received by the Company to date to USD
250,000. The balance of USD 1,250,000 is to be settled by the issuance of
listed stock which has been delayed due to corresponding delays in the listing
process of the underlying entity. Management continues to follow up on
progress and the directors consider the balance recoverable.
USD 5m Loan Note
From 19 March 2020, Arc held a USD 5,000,000 loan note issued by Golden Square
(Pty) Ltd ("Golden Square Loan Note") secured by 3 million shares in OTC:TMNA
("Security Shares"). As announced on 29 April 2022 the Company accepted the
Security Shares in full and final settlement of the Golden Square Loan Note.
Whilst the share price of the Security Shares had reached an all-time low in
June 2022 resulting in a valuation at 30 June 2022 of USD 2,370,000 and a
resultant loss of £2.044M (USD 2,630,000) in the period, it has
significantly recovered since the reporting date to a current valuation of USD
6,000,000 based on a closing share price of USD 2.015 on 22 September 2022.
8. Short-term Investments Held at Fair Value Through Profit and Loss
The Group's investments held at fair value through profit and loss consist of
investments publicly traded on the London Stock Exchange and the
Over-The-Counter (OTC) market. These investments are valued at the mid-price
as at period end.
Level 1 Level 2 Level 3 Total
£ 000's £ 000's £ 000's £ 000's
At 1 January 2022 - - - -
Additions 4,433 - - 4,433
Fair value changes (2,281) - - (2,281)
Gain/(Loss) on disposals (25) - - (25)
Disposals (176) - - (176)
Foreign exchange 120 - - 120
At 30 June 2022 2,071 - - 2,071
Level 1 Level 2 Level 3 Total
£ 000's £ 000's £ 000's £ 000's
Gains on short-term investments held at fair value through profit and loss
Fair value gain on investments (2,281) - - (2,281)
Realised gain on disposal of investments (25) - - (25)
At 30 June 2022 (2,306) - - (2,306)
9. Zamsort/Handa Restructuring
Zamsort Settlement (background)
The Company announced in February 2022 that the parties to the legal cases in
Zambia and in the UK have come to an agreement to settle various disputed
matters and for all legal proceedings to be permanently dropped (the
"Settlement Agreement"). The Settlement Agreement was submitted to Zambian
courts to effect a Consent Judgement which has the force of law.
In return for the claimant parties, being Terra Metals Limited, Zambia Mineral
Exchange Corporation Limited and their related parties (Mumena Mushinge, Brian
Chisala and Katambi Bulawayo), relinquishing all claims against Zamsort or any
other company in the Arc Minerals Ltd Group, present or contingent, and in
full and final settlement of all claims in formal conclusion of all matters,
the Group agreed to transfer to the claimant parties, for nil consideration,
100% of the issued share capital of Zamsort Ltd (the "Zamsort Transfer"),
which owns the pilot plant. The Group also agreed to consent to the claimant
parties applying for the 8 square kilometre small mining and small exploration
license areas that were previously in existence at Zamsort prior to Arc's
involvement (the "Original Zamsort License Area").
As announced on 31 March 2022, the Company issued 3,000,000 options in
relation to the Zamsort Settlement with an exercise price of 5 pence each and
an expiry date of 31 March 2024. Following the grant of these options there
were 20,133,334 share options outstanding.
All of the Group's representative directors who served on the board of
directors of Zamsort resigned effective 1 April 2022 ("Resignation Date").
Transfer of assets and liabilities from Zamsort to Handa
The pilot plant, related equipment and intangible assets that relate to the
Original Zamsort License Area which remained in Zamsort ("Zamsort Retained
Assets") was treated as available for sale assets at 31 December 2021. All
assets and liabilities, other than the Zamsort Retained Assets, immediately
preceding the date of the Zamsort Transfer (the "Transferred Assets &
Liabilities") were transferred to Handa Resources Ltd ("Zamsort/Handa
Restructuring"). The Zamsort/Handa Restructuring has been recorded on 31 March
2022, being the date immediately preceding the Resignation Date and resulted
in a c.£6.8m expense in the period to 30 June 2022.
10. Trade and Other Payables
Group Group
30 June 2022 31 December
2021
Trade and Other Payables £ 000's £ 000's
Surrendered share options payable (current) 901 1,129
Trade and other payables 106 1,338
1,007 1,338
11. Long Term Payables
Group Group
30 June 2022 31 December 2021
Long term payables £ 000's £ 000's
Minority shareholder loans 3,941 3,606
Surrendered share options payable (non-current) 590 1,129
4,531 4,735
The shareholder loan represents the aggregate of (i) a loan from the 34%
minority shareholder to Handa Resources Limited; (ii) a loan from the 27.5%
minority shareholder to Zaco Investments Limited and (iii) a loan from the 25%
minority shareholder to Alvis-Crest (Pty) Ltd. The Company has also provided
loans to these companies on similar terms which had a balance on the reporting
date of £8.02 million.
12. Share Capital
The authorised share capital of the Company and the called up and fully paid
amounts at 30 June 2022 were as follows:
A) Authorised £ 000's
Unlimited ordinary shares of no par value -
B) Called up, allotted, issued and fully paid Number Nominal
of shares
value
As at 1 January 2022 1,150,519,886 -
Additions: -
4 May 2022, at 3p((i)) 1,900,000 -
13 May 2022, at 3p ((i)) 3,401,471 -
20 May 2022, at 3p ((i)) 2,228,024 -
27 May 2022, at 3p ((i)) 1,260,294 -
10 June 2022, at 3p ((i)) 11,650,642 -
10 June 2022, at 3p ((i)) 5,686,716 -
21 June 2022, at 3p ((i)) 46,897,749 -
As at 30 June 2022 1,223,544,782 -
((i) Shares issued under the block listings as originally
announced on 21 September 2020 ("Block List A") and 23 February 2021 ("Block
List B"))
13. Post Balance Sheet Events
On 12 September, the Company received the second cash payment of USD 125,000
in relation to the Casa consideration (note 7), bringing the aggregate cash
payments received by the Company to date to USD 250,000. The balance of
USD 1,250,000 is to be settled by the issuance of listed stock which has been
delayed due to corresponding delays in the listing process of the underlying
entity. Management continues to follow up on progress and the directors
consider the balance recoverable.
14. Other Matters
The condensed consolidated interim financial statements set out above do not
constitute the Group's statutory accounts for the period ended 30 June 2022 or
for earlier periods but are derived from those accounts where applicable.
A copy of this interim statement is available on the Company's website:
www.arcminerals.com
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