Picture of ARC Minerals logo

ARCM ARC Minerals News Story

0.000.00%
gb flag iconLast trade - 00:00
Basic MaterialsHighly SpeculativeMicro CapSucker Stock

REG - Arc Minerals Limited - Interim Results

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230929:nRSc0771Oa&default-theme=true

RNS Number : 0771O  Arc Minerals Limited  29 September 2023

29 September 2023

Arc Minerals Ltd

('Arc Minerals' or the 'Company')

Interim Results

Arc Minerals announces its unaudited financial results for the six months
ended 30 June 2023 (the "Interim Results") which is available to view at the
following link:
http://www.rns-pdf.londonstockexchange.com/rns/0771O_1-2023-9-28.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/0771O_1-2023-9-28.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

 Nicholas 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 2023

 

                                                                                                                   Six Months to                 Six Months to

30 June
                                                                                                                   30 June
2022

2023
                                                                                                                   (Unaudited)                   (Unaudited)
                                                                                         Notes                     £ 000's                       £ 000's

 Administrative expenses                                                                                           (2,201)                       (808)
 Operating Income / (Loss)                                                                                         (2,201)                       (808)

 Zamsort/Handa Restructuring                                                             9                         -                             (6,815)
 Gains and losses on the disposal of Casa                                                7                         -                             (840)

 Non-operating Income / (Loss)                                                                                     (2,201)                       (7,655)

 Income / (Loss) before tax                                                                                        (2,201)                       (8,463)

 Income tax expense                                                                                                -                             -
 Income / (Loss) for the period                                                          3                         (2,201)                       (8,463)

 Other comprehensive income / (loss)
 Items that may be reclassified subsequently to profit or loss:
 Unrealised gains                                                                                                  (49)                          32
 Effect of currency translation                                                                                    53                            (487)
 Other comprehensive income / (loss) for the period, net of tax                                                    4                             (455)

 Total comprehensive income / (loss) for the period                                                                (2,197)                       (8,918)

 Income / (Loss) attributable to:
 Equity holders of the parent                                                                                      (2,196)                       (6,573)
 Non-controlling interest                                                                                          (5)                           (1,890)
                                                                                                                   (2,201)                       (8,463)
 Total comprehensive income / (loss) attributable to:
 Equity holders of the parent                                                                                      (2,206)                       (6,830)
 Non-controlling interest                                                                                          (9)                           (2,088)
                                                                                                                   (2,197)                       (8,918)

 Loss per share attributable to the owners of the parent during the period

 (expressed in pence per share)
 - Basic                                                                                 3                         (0.18)                        (0.69)

 The notes are an integral part of these consolidated financial statements.

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June 2023

 

                                                                                 As at            As at

30 June
31 December

2023
2022
                                                                                 (Unaudited)      (Audited)
                                                          Notes                  £ 000's          £ 000's

 ASSETS
 Non-current assets
 Intangible assets                                        4                      5,169            5,233
 Fixed assets                                             5                      7                12
 Total non-current assets                                                        5,176            5,245

 Current assets
 Trade and other receivables                              6                      1,109            1,096
 Short term investments                                   8                      231              1,738
 Cash and cash equivalents                                                       60               616
 Total current assets                                                            1,400            3,450

 TOTAL ASSETS                                                                    6,576            8,695

 LIABILITIES
 Current liabilities
 Trade and other payables                                 10                     (2,933)          (2,733)
 Total current liabilities                                                       (2,933)          (2,733)

 Non-current liabilities
 Long term payables                                       11                     (106)            (117)
 Total non-current liabilities                                                   (106)            (117)

 TOTAL LIABILITIES                                                               (3,039)          (2,850)

 NET ASSETS                                                                      3,537            5,845

 EQUITY
 Share capital                                            12                     -                -
 Share premium                                                                   64,300           64,272
 Share based payments reserve                                                    283              283
 Warrant reserve                                                                 84               84
 Foreign exchange reserve                                                        866              1,045
 Retained earnings                                                               (61,362)         (59,196)
 Equity attributable to equity holders of the parent                             4,171            6,488
 Non-controlling interest                                                        (634)            (643)
 TOTAL EQUITY                                                                    3,537            5,845

The notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS
for the period ended 30 June 2023

 

                                                                                As at            As at

30 June
30 June

2023
2022
                                                                                (Unaudited)      (Unaudited)
                                                                     Notes      £ 000's          £ 000's

 Cash flows from operating activities
 Loss before tax                                                                (2,201)          (8,463)
 Depreciation                                                                   5                3
 Currency losses / (gains)                                                      39               (285)
 Fair value losses / (gains)                                         8          1,469            2,044
 Zamsort/Handa restructuring                                         9          -                6,815
 Operating loss before changes in working capital                               (688)            114

 (Increase)/ Decrease in trade and other receivables                            (13)             (1,018)
 Decrease in trade and other payables                                           194              (331)
 Net cash used in operating activities                                          (507)            (1,235)

 Cash flows used in investing activities
 Additions to intangible assets                                                 (88)             (139)
 Net cash used in investing activities                                          (88)             (139)

 Cash flows from financing activities
 Proceeds from issue of ordinary shares net of share issue cost                 28               2,191
 Long term payables                                                             11               (204)
 Net cash used in financing activities                                          39               1,987

 Net increase/(decrease) in cash and cash equivalents                           (556)            613
 Cash and cash equivalents at beginning of period                               616              1,735
 Cash and cash equivalents at end of period                                     60               2,348

The notes are an integral part of these consolidated financial statements.

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the period ended 30 June 2023
                                                                 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 2022                                            -             62,019             (1,885)                       273                              84            (53,385)               7,106     1,076                8,182
 Loss for the period                                             -             -                  -                             -                                -             (6,573)                (6,573)   (1,890)              (8,463)
 Items that may be reclassified subsequently to profit or loss:
 Currency translation differences                                -             -                  (257)                         -                                -             -                      (257)     (198)                (455)
 Total comprehensive loss for the period                         -             -                  (257)                         -                                -             (6,573)                (6,830)   (2,088)              (8,918)
 Warrants 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((i))                                         -             64,210             2,626                         273                              84            (59,958)               7,235     (2,222)              5,013

 As at 1 January 2023                                            -             64,272             1,045                         283                              84            (59,196)               6,488     (643)                5,845
 Loss for the period                                             -             -                  -                             -                                -             (2,196)                (2,196)   (5)                  (2,201)
 Items that may be reclassified subsequently to profit or loss:
 Currency translation differences                                -             -                  (10)                          -                                -             -                      (10)      14                   4
 Total comprehensive loss for the period                         -             -                  (10)                          -                                -             (2,196)                (2,206)   9                    (2,197)
 Share capital issued net of share issue costs                   -             28                 -                             -                                -             -                      28        -                    28
 Effect of foreign exchange on the opening balance               -             -                  (169)                         -                                -             30                     (139)     -                    (139)
 Total transactions with owners, recognised directly in equity   -             28                 (169)                         -                                -             30                     (111)     -                    (111)
 As at 30 June 2023                                              -             64,300             866                           283                              84            (61 362)               4,171     (634)                3,537

 

((i) The presentation of comparative amounts for the period 1 January to 30
June 2022 has been amended to correctly present the allocation of losses (the
loss for the period and other comprehensive loss) between equity holders of
the parent and non-controlling interest.)

The notes are an integral part of these consolidated financial statements.

NOTES TO THE INTERIM FINANCIAL STATEMENTS
For the period ended 30 June 2023
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
2023.

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 2022, 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 2023 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 2022.

Going concern

The Directors have reviewed a forecast prepared by the executive and have a
reasonable expectation that the Group has sufficient funds to continue in
operation and satisfy liabilities for the foreseeable future.

The Directors are also required to assess the Group's ability to continue as a
going concern ("Going Concern Assessment") in the event that the joint venture
with a subsidiary of Anglo American as announced on 20 April 2023 (the "Anglo
JV") is delayed or fails to close or if the Group cannot liquidate its
receivables and/or investments. It must be made clear that consideration of
these factors by the Directors for purposes of the Going Concern Assessment,
does not in any way reflect the Directors' views on the commercial viability,
nor probability of closing, the Anglo JV. The Directors' Going Concern
Assessment similarly does not reflect the Directors' views in respect of
liquidating the Group's receivables and/or investments nor in terms of the
potential realisable values. When excluding the Anglo JV and non-cash
receivables and investments from their Going Concern Assessment, the Directors
note that that the Group's ability to remain a going concern for at least 12
months from the approval of these interim financial statements is dependent on
the Group's ability to raise further equity and/or debt finance. Whilst the
Directors acknowledge that this carries a high degree of uncertainty, in part
due to current market volatility, they have a reasonable expectation that the
Group will continue to be able to raise finance as required over this period.

During the c.6 years ended 31 December 2022, Arc raised in excess of £17.5
million from the sale of equity and exercise of warrants of which c.£2
million was raised in 2022 from the issuance of new ordinary shares in the
Company. These ongoing equity sales are indicative of consistent strong
investor support. The Directors therefore consider it appropriate, despite the
loss incurred during the period, for the Company to continue to adopt the
going concern basis in preparing these interim financial statements.

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 are 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 2022 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 2023
30 June 2022
                                                                                               (Unaudited)          (Unaudited)
                                                                                    Notes      £ 000's              £ 000's
 Loss for the period                                                                           (2,201)              (8,463)
 Weighted average number of ordinary shares used in calculating basic loss per                 1,225,745            1,223,545
 share (000's)
 Basic loss per share (expressed in pence)                                                     (0.18)               (0.69)

 

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                            Alvis-Crest                           Handa                                                Total
                                     Deferred Exploration Costs      Prospecting & Exploration rights      Deferred Exploration Costs  Other Intangible Assets
                                     £ 000's                         £ 000's                               £ 000's                     £ 000's                  £ 000's

 As at 1 January 2023                1,103                           1,312                                 2,162                       656                      5,233
 Additions                           33                              -                                     9                           46                       88
 Foreign exchange                    (32)                            -                                     (86)                        (34)                     (152)
 As at 30 June 2023                  1,104                           1,312                                 2,085                       668                      5,169

 As at 31 December 2022              1,103                           1,312                                 2,162                       656                      5,233

 

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 2023                      -                 -                 37              2                         39
 Additions                              -                 -                 -               -                         -
 Effects of foreign exchange movements  -                 -                 -               -                         -
 At 30 June 2023                        -                 -                 37              2                         39

 Accumulated Depreciation
 At 1 January 2023                      -                 -                 (26)            (1)                       (27)
 Depreciation                           -                 -                 (5)             -                         (5)
 At 30 June 2023                        -                 -                 (31)            (1)                       (32)

 Cost
 At 1 January 2022                      -                 -                 86              33                        119
 Disposal of Zamsort subsidiary         -                 -                 (40)            (31)                      (71)
 Effects of foreign exchange movements  -                 -                 (11)            -                         (11)
 At 31 December 2022                    -                 -                 37              2                         39

 Accumulated Depreciation
 At 1 January 2022                      -                 -                 (66)            (31)                      (97)
 Disposal of Zamsort subsidiary         -                 -                 40              30                        70
 Depreciation                           -                 -                 (9)             -                         (9)
 Effects of foreign exchange movements  -                 -                 9               -                         9
 At 31 December 2022                    -                 -                 (26)            (1)                       (27)

 NET BOOK VALUE - 30 June 2023          -                 -                 6               1                         7

 NET BOOK VALUE - 31 December 2022      -                 -                 11              1                         12

 

6. Trade and Other Receivables

Included in trade and other receivables at 30 June 2023 is c.£986k (USD
1,250,000) in relation to the disposal of the Company's interest in Casa
Mining Ltd and the Misisi Project (see note 7).

 

 
7. Disposal of Casa Mining Ltd

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"). 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 2022, 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 2022, 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
resulting in a gain of c.£2m. At 30 June 2023, the closing share price of the
Security Shares was US$0.055 per share (2022 - USD$0.79). The unrealised fair
value loss recognised during the year is £1.47m (2022 - £2.28m).

 

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 2023                             1,738         -             -             1,738
 Additions                                     -             -             -             -
 Fair value changes                            (1,469)       -             -             (1,469)
 Gain/(Loss) on disposals                      -             -             -             -
 Disposals                                     -             -             -             -
 Foreign exchange                              (38)          -             -             (38)
 At 30 June 2023                               231           -             -             231

                                               Level 1((i))  Level 2((i))  Level 3((i))  Total
                                               £ 000's       £ 000's       £ 000's       £ 000's
 Gains on short-term investments held at fair value through profit and loss
 Fair value loss on investments                (1,469)       -             -             (1,469)
 Realised gain on disposal of investments      -             -             -             -
 At 30 June 2023                               (1,469)       -             -             (1,469)

( )

((i)) See note 1 (accounting policy).

 

 

                                               Level 1((i))  Level 2((i))  Level 3((i))  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)
 Loss on disposals                             (25)          -             -             (25)
 Disposals                                     (176)         -             -             (176)
 Foreign exchange                              120           -             -             120
 At 30 June 2022                               2,071         -             -             2.071

                                               Level 1((i))  Level 2((i))  Level 3((i))  Total
                                               £ 000's       £ 000's       £ 000's       £ 000's
 Gains on short-term investments held at fair value through profit and loss
 Fair value loss on investments                (2,281)       -             -             (2,281)
 Realised loss on disposal of investments      (25)          -             -             (25)
 At 30 June 2022                               (2,306)       -             -             (2,306)

 

((i)) See note 1 (accounting policy).

 
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 (including Mumena
Mushinge and Brian Chisala), 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 year to 31 December 2022.

 

 
10. Trade and Other Payables
                                            Group             Group
                                            30 June 2023      31 December

                                                              2022
 Trade and Other Payables                   £ 000's           £ 000's
 Surrendered share options payable          1,263             1,181
 Minority shareholder loans                 1,247             1,271
 Trade and other payables                   423               281
                                            2,933             2,733

Surrendered Share Options Payable

The surrendered share options payable is in relation to the surrendered share
options as announced on 16 March 2021.

 

Minority shareholder loans

The minority shareholder loans represent the aggregate of (i) a loan from the
34% minority shareholder to Handa Resources Limited and (ii) a loan from the
27.5% minority shareholder to Zaco Investments Limited. The Company has also
provided loans to these companies on similar terms which had a balance on the
reporting date of c£3.6 million.

 

11. Long Term Payables
                                     Group             Group
                                     30 June 2023      31 December 2022
 Long term payables                  £ 000's           £ 000's
 Minority shareholder loans          106               117
                                     106               117

The minority shareholder loans consists of a loan from the 25% minority
shareholder of Alvis-Crest (Pty) Ltd. The Company has also provided a loan to
Alvis Crest on similar terms which had a balance on the reporting date of
£648,000.

 

12. Share Capital

The authorised share capital of the Company and the called up and fully paid
amounts at 30 June 2023 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 2023                                       1,225,744,782      -
 Additions:                                                 -

 As at 30 June 2023                                         1,225,744,782      -

 

 

13. Events after the reporting date

On 12 May 2022 the Company announced that it, together with its partners, had
entered into an agreement with Anglo American with the intention to form a
joint venture in respect of its Zambian copper interests ("Joint Venture").
The key commercial terms of the Joint Venture were that, upon signing of a
binding Joint Venture agreement ("JV Agreement"), Anglo American would have an
initial ownership interest of 70% with Arc and its partners holding the
balance via Unico Minerals Ltd ("Unico") in which Arc will have a 69% interest
with the balance held by its partners. On 20 April 2023, the binding JV
Agreement was signed with the JV Agreement being subject to completing certain
conditions precedent including a restructuring of the Group's assets,
obtaining approvals from relevant government and regulatory authorities and
other customary conditions.

 

At the date of this report the Company continues to work towards finalising
the conditions precedent in the JV Agreement.

 

The key commercial terms of the Joint Venture are as follows:

 

·    Upon signing of the Joint Venture Documents ("Effective Date"), a
Joint Venture vehicle will be formed with initial ownership interests by Anglo
American and Unico of 70% and 30%, respectively ("Initial Ownership
Interests");

 

·    Anglo American has the right to retain an Ownership Interest of 51%,
by:

 

o  funding exploration expenditures equal to USD 24,000,000 on or before the
date that is 180 days after the third anniversary of the Effective Date
("Phase I End Date"); and

 

o  making cash payments to Unico totalling up to USD 14,500,000, as follows:

 

§ USD 3,500,000 upon signing of the Joint Venture Agreement and satisfying
the conditions precedent;

§ USD 1,000,000 on the first anniversary of the Effective Date;

§ USD 1,000,000 on the second anniversary of the Effective Date;

§ USD 1,000,000 on the third anniversary of the Effective Date; and

§ USD 8,000,000 by the Phase I End Date.

 

·    Following the completion of Phase I, Anglo American will have the
right to retain an additional ownership interest equal to 9% (for a total
ownership interest of 60%) by funding USD 20,000,000 of additional exploration
expenditures within 2 years of the Phase I End Date ("Phase II End Date")

 

·    Following the completion of Phase II, Anglo American will have the
right to retain an additional ownership interest equal to 10% (for a total
ownership interest of 70%) by funding USD 30,000,000 within 2 years of the
Phase II End Date.

 

·    Anglo American, for as long as it holds the largest interest in the
Joint Venture, shall have the right to nominate three directors and Unico
shall have the right to nominate two directors. Joint Venture board decisions
shall be adopted by simple majority vote.

 

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 2023 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

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IR VVLFLXKLBBBK

Recent news on ARC Minerals

See all news