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REG - Arc Minerals Limited - Interim Results

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RNS Number : 4882F  Arc Minerals Limited  25 September 2024

25 September 2024, 06:00 UTC

Arc Minerals Ltd

('Arc Minerals' or the 'Company')

Interim Results

Arc Minerals announces its unaudited financial results for the six months
ended 30 June 2024 (the "Interim Results") which has been 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.

**ENDS**

Contacts

 Arc Minerals
 Ltd

                                                                                                                               c/o Benchmark Communications
 Nick von Schirnding (Executive Chairman)

 Zeus Capital Limited (Nominated Adviser & Joint Broker)                                                                         Tel: +44 (0) 203 829 5000

 Katy Mitchell/Harry Ansell

 Shard Capital Partners LLP (Joint Broker)                                                                                       Tel: +44 (0) 20 7186 9952

 Damon Heath

 Benchmark Communications (Investor Relations)                                                                                   Tel: +44 (0) 7841 67 3210

 Richard Kauffer

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the period ended 30 June 2024

 

                                                                                                                   Six Months to                 Six Months to

30 June
                                                                                                                   30 June
2023

2024
                                                                                                                   (Unaudited)                   (Unaudited)
                                                                                         Notes                     £ 000's                       £ 000's

 Administrative expenses                                                                                           (514)                         (2,201)
 Operating loss                                                                                                    (514)                         (2,201)

 Share of loss from associate                                                                                      (24)                          -

 Non-operating Loss                                                                                                (24)                          -

 Loss from continuing operations                                                                                   (538)                         (2,201)

 Income tax expense                                                                                                -                             -
 Loss for the period                                                                     3                         (538)                         (2,201)

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

 Total comprehensive loss for the period                                                                           (534)                         (2,197)

 Income / (Loss) attributable to:
 Equity holders of the parent                                                                                      (631)                         (2,196)
 Non-controlling interest                                                                                          93                            (5)
                                                                                                                   (538)                         (2,201)
 Total comprehensive income / (loss) attributable to:
 Equity holders of the parent                                                                                      (628)                         (2,206)
 Non-controlling interest                                                                                          94                            (9)
                                                                                                                   (534)                         (2,197)

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

 (expressed in pence per share)
 - Basic                                                                                 3                         (0.04)                        (0.18)

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

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June 2024

 

                                                                                 As at            As at

30 June
31 December

2024
2023
                                                                                 (Unaudited)      (Audited)
                                                          Notes                  £ 000's          £ 000's

 ASSETS
 Non-current assets
 Intangible assets                                        4                      1,836            1,699
 Investment in Associate                                                         2,434            2,458
 Long-term receivable                                     5                      6,811            6,531
 Total non-current assets                                                        11,081           10,688

 Current assets
 Trade and other receivables                              6                      1,924            1,859
 Short term investments                                   7                      -                68
 Cash and cash equivalents                                                       2,403            281
 Total current assets                                                            4,327            2,208

 TOTAL ASSETS                                                                    15,408           12,896

 LIABILITIES
 Current liabilities
 Trade and other payables                                 8                      (1,705)          (2,244)
 Total current liabilities                                                       (1,705)          (2,244)

 Non-current liabilities
 Long term payables                                       9                      (104)            (105)
 Total non-current liabilities                                                   (104)            (105)

 TOTAL LIABILITIES                                                               (1,809)          (2,349)

 NET ASSETS                                                                      13,599           10,547

 EQUITY
 Share capital                                            10                     -                -
 Share premium                                                                   68,063           64,464
 Share based payments reserve                                                    84               126
 Warrant reserve                                                                 84               84
 Foreign exchange reserve                                                        (114)            (61)
 Retained earnings                                                               (54,612)         (54,063)
 Equity attributable to equity holders of the parent                             13,505           10,550
 Non-controlling interest                                                        94               (3)
 TOTAL EQUITY                                                                    13,599           10,547

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

CONSOLIDATED STATEMENT OF CASH FLOWS
for the period ended 30 June 2024

 

                                                                                As at            As at

30 June
30 June

2024
2023
                                                                                (Unaudited)      (Unaudited)
                                                                     Notes      £ 000's          £ 000's

 Cash flows from operating activities
 Loss for the period                                                 3          (538)            (2,201)
 Depreciation                                                                   -                5
 Currency losses / (gains)                                                      (54)             39
 Fair value losses / (gains)                                         7          (28)             1,469
 Share of loss of associate                                                     24               -
 Non-cash revaluation loss                                                      (251)            -
 Operating loss before changes in working capital                               (847)            (688)

 Increase in trade and other receivables                                        (40)             (13)
 Increase / (Decrease) in trade and other payables                              (548)            194
 Net cash used in operating activities                                          (1,435)          (507)

 Cash flows used in investing activities
 Additions to intangible assets                                      4          (137)            (88)
 Proceeds from disposal of short-term investments                    7          96               -
 Net cash used in investing activities                                          (41)             (88)

 Cash flows from financing activities
 Proceeds from issue of ordinary shares net of share issue cost      10         4,005            28
 Repurchase of shares                                                10         (406)            -
 Long term payables                                                  9          (1)              11
 Net cash generated from financing activities                                   3,598            39

 Net increase/(decrease) in cash and cash equivalents                           2,122            (556)
 Cash and cash equivalents at beginning of period                               281              616
 Cash and cash equivalents at end of period                                     2,403            60

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

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the period ended 30 June 2024
                                                                 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 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

 As at 1 January 2024                                            -             64,464             (78)                          126                              84            (54,046)               10,550    (3)                  10,547
 Loss for the period                                             -             -                  -                             -                                -             (631)                  (631)     93                   (538)
 Items that may be reclassified subsequently to profit or loss:
 Currency translation differences                                -             -                  3                             -                                -             -                      3         1                    4
 Total comprehensive loss for the period                         -             -                  3                             -                                -             (631)                  (628)     94                   (534)
 Share capital issued net of share issue costs                   -             4,005              -                             -                                -             -                      4,005     -                    4,005
 Cancellation of repurchased shares (note 10)                    -             (406)              -                             -                                -             -                      (406)     -                    (406)
 Warrants and options expired                                    -             -                  -                             (42)                             -             42                     -         -                    -
 Effect of foreign exchange on the opening balance               -             -                  (39)                          -                                -             23                     (16)      3                    (13)
 Total transactions with owners, recognised directly in equity   -             3,599              (39)                          (42)                             -             65                     3,583     3                    3,586
 As at 30 June 2024                                              -             68,063             (114)                         84                               84            (54,612)               13,505    94                   13,599

 

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

NOTES TO THE INTERIM FINANCIAL STATEMENTS
For the period ended 30 June 2024
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 24 September
2024.

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 2023, 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 2024 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 2023.

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
therefore consider it appropriate for the Company to continue to adopt the
going concern basis in preparing the Annual Report and 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 2023 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 2024
30 June 2023
                                                                                               (Unaudited)          (Unaudited)
                                                                                    Notes      £ 000's              £ 000's
 Loss for the period                                                                           (538)                (2,201)
 Weighted average number of ordinary shares used in calculating basic loss per                 1,348,712            1,225,745
 share (000's)
 Basic loss per share (expressed in pence)                                                     (0.04)               (0.18)

 

As the inclusion of outstanding warrants and 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
                                             Alvis-Crest                           Foreland                    Total
                                             Prospecting & Exploration rights      Deferred Exploration Costs
                                             £ 000's                               £ 000's                     £ 000's

 As at 1 January 2024                        1,699                                 -                           1,699
 Additions                                   127                                   10                          137
 Foreign exchange                            -                                     -                           -
 As at 30 June 2024                          1,826                                 10                          1,836

 As at 31 December 2023                      1,699                                 -                           1,699

 

5. Long-term receivables
                                    Group     Group
                                    30 June   31 Dec

                                    2024      2023
                                    £ 000's   £ 000's
 Receivable - Anglo JV (USD 8.61M)  6,811     6,531
 Total                              6,811     6,531

 
6. Trade and other receivables

 

                                     Group     Group
                                     30 June   31 Dec

                                     2024      2022
                                     £ 000's   £ 000's
 Receivable - Anglo JV (USD 974k)    770       744
 Receivable - Casa Sale (USD 1.25M)  988       982
 Other Receivables                   166       121
 Prepayments                         -         12
 Total                               1,924     1,859

 

 
7. 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((i))  Level 2((i))  Level 3((i))  Total
                                                  £ 000's       £ 000's       £ 000's       £ 000's

 At 1 January 2024                                68            -             -             68
 Additions                                        -             -             -             -
 Fair value and gain on disposal                  28            -             -             28
 Disposals                                        (96)          -             -             68
 Foreign exchange                                 -             -             -             -
 At 30 June 2024                                  -             -             -             -

                                                  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 gain and disposal on investments      28            -             -             28
 At 30 June 2024                                  28            -             -             28

( )

((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 2023              1,738         -             -             1,738
 Additions                      -             -             -             -
 Fair value loss                (1,509)       -             -             (1,509)
 Impairment of TMNA shares      (164)         -             -             (164)
 Foreign exchange               3             -             -             3
 At 31 December 2023            68            -             -             68

 

                                                 Level 1   Level 2   Level 3   Total
                                                 £ 000's   £ 000's   £ 000's   £ 000's
 Losses on short-term investments held at fair value through profit and loss
 Fair value loss on investments                  (1,509)   -         -         (1,509)
 Realised loss on impairment of investments      (164)     -         -         (164)
 At 31 December 2023                             (1,673)   -         -         (1,673)

 

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

 

8. Trade and Other Payables
                                            Group             Group
                                            30 June 2024      31 December

                                                              2023
 Trade and Other Payables                   £ 000's           £ 000's
 Surrendered share options payable          1,181             1,181
 Minority shareholder loans                 -                 47
 Trade and other payables                   524               1,016
                                            1,705             2,244

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 loan from the 33% minority
shareholder to Unico Minerals Limited. The Company has also provided a loan to
this company on similar terms which had a balance on the reporting date of
c.£1.45 million.

 

9. Long Term Payables
                                    Group             Group
                                    30 June 2024      31 December 2023
 Long term payables                 £ 000's           £ 000's
 Minority shareholder loan          104               105
                                    104               105

The minority shareholder loan 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
c.£964k.

 

10. Share Capital

The authorised share capital of the Company and the called up and fully paid
amounts at 30 June 2024 were as follows:

 A) Authorised                                                                                £ 000's             £ 000's
 Unlimited ordinary shares of no par value                                                    -                   -

 B) Called up, allotted, issued and fully paid                                 Number         Nominal   Price     Gross

of shares
value

                                                                                                        per       Consideration

value
                                                                                                        share

         GBP'000
                                                                                                        (pence)
 As at 1 January 2024                                                          1,232,318,465  -         -         -
 Additions:
 23 Feb 2024 - issued to creditors in lieu of payment                          746,664        -         2.33      17
 25 Mar 2024 - placing and subscription                                        229,777,770    -         1.80      4,136
 25 Mar 2024 - advisor shares in relation to placing                           5,711,110      -         1.80      103
 8 Apr 2024 - cancellation of repurchased shares as first announced on 26 Mar  (22,539,746)   -         1.80      (406)
 2024
 As at 30 June 2024                                                            1,446,014,263  -                   -

 

 

11. Events after the reporting date

There were no post balance sheet events in addition to those disclosed in the
31 December 2023 Annual Report.

 

12. 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 2024 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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