REG - Baker Steel Res.Tst. - Annual Financial Report
28/04/2025 07:00
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RNS Number : 3299G Baker Steel Resources Trust Ltd 28 April 2025
BAKER STEEL RESOURCES TRUST LIMITED
(Incorporated in Guernsey with registered number 51576 under the provisions of
The Companies (Guernsey) Law, 2008 as amended)
28 April 2025
BAKER STEEL RESOURCES TRUST LIMITED
(the "Company")
LEI: 213800JUXEVF1QLKCC27
Annual Report and Audited Financial Statements
For the year ended 31 December 2024
The Company has today, in accordance with DTR 6.3.5, released its Annual
Report and Audited Financial Statements for the year ended 31 December 2024.
The Report is available via www.bakersteelcap.com/baker-steel-resources-trust/
(http://www.bakersteelcap.com/baker-steel-resources-trust/) and the National
Storage Mechanism.
Further details of the Company and its investments are available on the Baker
Steel Capital Managers website www.bakersteelcap.com
(https://url.avanan.click/v2/___http:/www.bakersteelcap.com___.YXAxZTpzaG9yZWNhcDphOm86MjdlZGQ1NzE1MDA2OWIwMWI0NzUxYWYwYjc5OWUzNTk6NjpiYzEwOjkzMDBjNGMzNDY1MGVhOGQwZjg2Yjk0OWEzY2U2ODYwZDI0MDYxY2Y3MmU3MDM0OWJkOTAyZWZhZWViMDM0NTI6cDpUOk4)
Enquiries:
Baker Steel Resources Trust Limited +44 20 7389 8237
Francis Johnstone
Trevor Steel
Shore Capital
+44 20 7408 4050
Henry Willcocks (Corporate Broking)
Gillian Martin, Daphne Zhang (Corporate)
Adam Gill (Sales)
Aztec Financial Services (Guernsey) Limited
Company
Secretary
+44 1481 749771
BAKER STEEL RESOURCES TRUST LIMITED
Annual Report and Audited Financial Statements
For the year ended 31 December 2024
CONTENTS PAGE
Chairman's Statement 1
Investment Manager's Report 3
Portfolio Statement 9
Strategic Report 11
Board of Directors 18
Directors' Report 19
Report of the Audit Committee 27
Independent Auditor's Report 30
Statement of Financial Position 36
Statement of Comprehensive Income 37
Statement of Changes in Equity 39
Statement of Cash Flows 40
Notes to the Financial Statements 41
Appendix - Additional Information (Unaudited) 60
Management and Administration 61
Glossary of Terms 63
Dear Shareholders,
I would like to start my first statement as your new Chair by paying tribute
to Howard Myles, who stepped down as Chairman of BSRT on 31 December 2024. The
Board would like to express its gratitude for his wise and steady leadership
since the inception of the Company in 2010, during which time he steered it
through a number of commodity cycles and challenges.
It is worth noting that 2024 was not a year, like some, when the rising tide
lifted all the boats. Instead, somewhat unusually, there was significant
divergence in price performance between the precious metals (gold and silver
both up by more than 20%); the base metals (copper up 2%, tin by 14%, tungsten
by 11%); and the steel making minerals (benchmark prices for iron ore down 27%
and coking coal down by 40%). Precious metals were buoyed up by falling
interest rates and, in the latter part of the year, increasing geopolitical
uncertainties arising from the US elections. Bulk commodity prices, on the
other hand, were hurt by weaker demand and shifting trade flows from China
(the largest customer for the seaborne products).
Company Strategy
It is perhaps worthwhile restating our strategy which is focussed on offering
unique exposure to high alpha opportunities in the Mining sector amongst both
public and private companies. Our investment manager, Baker Steel, is a
specialist natural resources asset manager and the experienced team of fund
managers running this portfolio benefit from the broader activities, and
expert knowledge, in the wider Baker Steel Capital Group.
Our strategy has always been to have a globally diverse portfolio of
investments. Currently, it contains exposure to a number of commodities likely
to be the focus of future government and industry spending on the energy
transition, critical mineral supply chains and defence capabilities. These,
such as copper, tin, tungsten, silver and potash, represent a small percentage
at present, but should offer promising future optionality.
We are also mindful that Futura Resources and CEMOS Group represent a higher
concentration in our portfolio than is ideal, largely due to their success
having grown 83% and 90% since the time of investment. Over time we aim to see
a better balance achieved, both through disposals and successful future growth
of some of the smaller investments.
Over the medium term, we will seek to grow the net asset value of the Company
to create a broader portfolio, with critical mass, to attract an increased
level of investor interest and to provide stronger cash flows to allow
distributions to shareholders. We will continue to prioritise lower risk
structures, such as royalties and convertibles, and develop selective and
profitable exposure to future facing commodities. More detail on our strategy
and activities is to be found in the Investment Manager's Report.
Company Performance
The Company's NAV rose by 16.2% over the year, from 77.2p to 89.7p. Detailed
progress reviews on all the investments are set out in the Investment
Manager's Report. The rise in NAV was primarily driven by increased carrying
values at Nussir (copper in Norway), the Bilboes Gold Royalty, Futura
Resources (metallurgical coal in Australia) and CEMOS Group (cement production
in Morocco) - these latter two largest holdings now represent 65% of the asset
value. Their continued success in sourcing funding and progressing production
helped to offset falls in the values of the holdings in Kanga Investments,
First Tin and Azarga Metals Corp.
We are pleased that CEMOS Group and Futura Resources will be moving towards a
free cash generative phase. 2025 is expected to be a further ramp up year at
both, with the full benefits to the Company's cash flow profile thus expected
to be in the years 2026/27 and beyond.
Futura Resources continued to ramp up production at its Wilton mine in
Queensland, Australia, following a successful raising of A$30m in September
2023, and reached run of mine annualised production of c.1Mtpa in Q3 2024. In
the wake of securing a further US$24m in offtake financing from a major
trading company in July 2024, it gained access to its second mine, Fairhill,
in December 2024. Whilst subject to a 6-month delay, first coal was mined at
Fairhill in April 2025, with a combined saleable coal target of approximately
900,000 tonnes in 2025. In recent months, coking coal prices have deteriorated
further to lows of around US$170/tonne which has put pressure on the entire
global metallurgical coal industry. It has also negatively impacted Futura's
margins and cashflows making its ramp up stage more challenging. Despite this,
the outlook for the price of coking coal looks well supported by long term
supply-demand fundamentals.
CEMOS Group aims to complete the installation of its own clinker plant during
the second quarter of 2025, enhancing profit margins as it becomes an
integrated cement producer. In 2026, production capacity is forecast to double
as a second grinding plant is put in place, of similar scale to the current
line at Tarfaya. Morocco's buoyant economy remains a positive environment in
which to operate. Representatives of the Board spent a week in Morocco last
Autumn and saw first-hand the quality of the executive team and the staff, the
sites, and the scale of the opportunity available to the Company.
Share Price Performance and Discount
Following a challenging year in 2023, we saw a pleasing 43% rise in the BSRT
share price during 2024, from 39.5p to 56.5p. Although the Company does not
have a formal benchmark, it is worth noting that over the same period, the
MSCI Metals and Mining Index fell by 13.5%. This is not an ideal comparison
given that the index is dominated by large cap mining groups, with typically
heavy exposure to the so-called bulk commodities, but at least it provides
some kind of external benchmark.
Despite the positive share price performance, the shares ended the year at a
37% discount to NAV. This is clearly disappointing, and it is no solace that
similar scale discounts are to be found across the investment trust sector. We
monitor closely the actions taken by other companies to address this issue,
and the extent to which they are successful.
I would like to assure our shareholders that we are keenly focussed on
strategies and actions which we believe should ensure the share price reflects
the underlying value of our assets more accurately, notwithstanding the
illiquid nature of a number of our investments.
Capital Allocation
As we look towards growing forecast dividend income and royalty flows, we aim
to supplement these with selected asset disposals, either where we see an
attractive opportunity to realise good returns, or where we perceive a
development project could be more attractive to another industry player.
Evidence of the Investment Management team's ability to execute creative exits
for such assets can be seen in the successful vending of the Nussir copper
project into the Canadian listed company, Blue Moon, over the year end.
As a Board, we are fully committed to a capital allocation policy that will
reward our shareholders with the fruits of this more predictable future cash
flow. We would like to be in a position to announce a distribution with the
release of our 2025 accounts, which will reflect the extent of the income or
capital receipts during the year. This could be in the form of a dividend,
share buybacks and / or tender offers, in order to best satisfy the different
requirements of our diverse shareholder base.
Board and Advisers
As mentioned above, Howard Myles retired from the Board on 31 December 2024
after 14 years' service.
We were pleased to welcome Patrick Meier to the Board in June. He recently
stepped down as Chairman of Ecora Resources plc, the leading royalty and
streaming business listed on the London Stock Exchange. He also acted as
Chairman of Firestone Diamonds plc, which was traded on the Alternative
Investment Market of the London Stock Exchange. Additionally, he brings over
30 years of valuable experience in investment banking at RBC Capital Markets
with specialist knowledge of the mining sector.
We were also pleased to announce the appointment of Shore Capital as the
Company's broker in October 2024. We look forward to working with them to
improve the liquidity in BSRT shares, and to take appropriate steps to reduce
the share price discount to NAV.
Outlook
The immediate outlook for commodities demand from slower economic growth in
China had already become a concern in the second half of 2024. Since the
change of administration in the US at year end, the multiple and variable
tariff measures imposed on America's trading partners have introduced another
level of uncertainty into the outlook for global economic growth. While
precious metals continue to be beneficiaries of investment flows seeking a
safe haven from the upheaval in the global geopolitical context, the demand
and pricing impact on base metals and bulk commodities is less clear.
The impact of disrupted global trade flows and tariffs on the inflation
outlook (and hence mining costs) is particularly difficult to forecast. What
is already becoming clear, however, is that the current environment of
uncertainty is causing many companies to slow investment decisions. It has
also increased the volatility in exchange rates and borrowing costs, making
financial forecasting significantly more challenging.
Despite this backdrop of heightened macro-economic uncertainty, we will
continue to focus on harvesting the value of our investment portfolio. With
our two largest assets likely to move into a free cash generative phase, we
see an exciting few years ahead during which we expect to reward our
shareholders with the returns they deserve.
Fiona Perrott-Humphrey
Chairman
25 April 2025
Financial Performance
The audited Net Asset Value per Ordinary Share ("NAV") as at 31 December 2024
was 89.7 pence, an increase of 16.2% in the year compared with the decrease in
the MSCI World Metals and Mining Index of 13.5% in Sterling terms.
For the purpose of calculating the NAV per share, unquoted investments were
carried at fair value as at 31 December 2024 as determined by the Directors
and quoted investments were carried at their quoted prices as at that date.
Net assets at 31 December 2024 comprised the following:
£m % net assets
Unquoted Investments 82.2 86.1
Quoted Investments 13.0 13.6
Cash and other net assets 0.3 0.3
95.5 100.0
Investment Update
Largest 10 Holdings - 31 December 2024 £m % of NAV
Futura Resources Ltd 31.9 33.4
CEMOS Group Plc 30.0 31.4
Bilboes Gold Royalty 8.4 8.8
Nussir ASA 6.9 7.2
Metals Exploration Plc 3.3 3.5
Caledonia Mining Corporation Plc 3.2 3.4
Tungsten West Plc 3.2 3.3
First Tin plc 2.6 2.8
Silver X Mining Corporation 2.1 2.3
Kanga Investments Ltd 1.4 1.6
93.0 97.7
Other Investments 2.0
Cash and other net assets 0.3
100.0
Largest 10 Holdings - 31 December 2023 £m % of NAV
Futura Resources Ltd 29.8 36.3
CEMOS Group Plc 24.0 29.3
Bilboes Gold Royalty 5.9 7.2
Caledonia Mining Corporation Plc 4.4 5.4
Nussir ASA 3.4 4.1
Kanga Investments Ltd 3.0 3.6
Silver X Mining Corporation 2.9 3.5
Metals Exploration Plc 2.5 3.0
First Tin plc 1.7 2.1
Tungsten West Plc 1.4 1.7
79.0 96.2
Other Investments 3.4
Cash and other net assets 0.4
100.0
Review
At the year end, the Company was fully invested, holding 15 investments of
which the top 10 holdings comprised 97.7% of the portfolio by value. In terms
of commodity, the portfolio has exposure to cement, copper, gold, iron, lead,
lithium, potash, silver, steel making coal, tin, tungsten, vanadium, and zinc.
Its projects were located in Australia, Canada, Germany, Indonesia,
Madagascar, Morocco, Norway, Peru, the Philippines, Republic of Congo, Russia,
the UK and Zimbabwe.
During the year, mining market performance showed diversity by commodity and
particularly with stage of development. It remained difficult for junior
companies to raise funds to continue exploration and those looking to develop
new projects found risk capital difficult to source. The MSCI World Metals and
Mining Index composed of large and mid-cap companies fell 13.5% in Sterling
terms. The Company's NAV rose 16.2% during the year.
In 2024, gold rose by 27.2% and silver increased by 21.5%. Base metals prices
remained reasonably strong, with copper up 2.2%, tin up 14.6%, and tungsten up
10.6%. However, steel-making mineral prices declined due to weaker economic
output in China, with iron ore falling by 27.7% and metallurgical coal
decreasing by 40.4% (all expressed in US dollar terms).
The Company's NAV rose 16.2% in Sterling terms during the year largely due to
rises in the carrying values of Futura and CEMOS notwithstanding reductions in
the quoted prices of First Tin and Azarga Metals Corporation together with a
reduction in the valuation of Kanga Investments. Several of the companies in
the portfolio including Futura and Cemos are moving towards positive free
cashflow which should provide significant royalties and dividends to the
Company in the coming years and also provide opportunities to realise some
part of our investments.
The Company's main investments at the year-end:
Futura Resources Ltd ("Futura")
Futura owns the Wilton and Fairhill steel making coal projects in the Bowen
Basin in Queensland, Australia which hold Measured and Indicated resources of
843 million tonnes of coal.
Investment: 11,309,005 ordinary shares (26.9%) valued at
£12.4 million
1.5% Gross
Revenue Royalty valued at £16.8 million
A$4.7 million
convertible loan valued at £2.7 million
Following a A$30 million financing package in September 2023 Futura
successfully commissioned its Wilton open pit mine in Queensland, Australia
with first coal delivered to the Gregory Crinum wash plant in February 2024.
Run of Mine production was ramped up to full planned rates of 80,000 tonnes
per month or an annualised c.1Mtpa by Q3 2024.
In July 2024, Futura secured US$24m (A$36.4m) in an offtake financing
arrangement with a major trading company, which has funded the development of
Futura's second mine, the Fairhill mine immediately to the North of Wilton.
Futura moved on to the Fairhill property in December 2024 and first coal was
mined in April 2025. The Run of Mine ("ROM") production is planned to be
ramped up to a rate of around 145,000 tonnes per month or an annualised
production rate of around 1.7Mtpa during the third quarter 2025. ROM
production from both mines is expected to be around 2.1Mtpa in 2025 aiming to
build up to 4Mtpa by 2030 based on the current mine plan. Saleable product
coal in CY 2025 is expected to be 0.9 Mtpa building up to 1.9Mtpa by 2030.
The coking coal market remains subdued due primarily to on-going economic
weakness in China which is the world's largest steel producer. Coking coal
prices have declined further during 2024 from around US$320 per tonne at the
end of 2023 to around US$200 per tonne at the end of the year, slightly below
long-term consensus prices of US$200-225 per tonne. Since then coking coal
prices have deteriorated further to lows of around US$170/tonne which has put
increasing strain on the whole metallurgical coal industry including Futura.
Accordingly Futura plans to seek further short-term working capital during its
ramp up stage. This weakness in the market is currently viewed as temporary
and does not impact the longer-term positive outlook for coking coal with
medium-term supply constraints coupled with expected strong demand increases
anticipated for seaborne imports, most notably from India. It should be
recognised that since the imposition of a new tariff-based world order brought
in by the Trump administration, this has introduced a heightened level of
uncertainty especially regarding trade with China in which the circumstances
appear to change on a daily basis.
CEMOS Group Plc (''CEMOS'')
CEMOS is a private cement producer with production operations at Tarfaya in
Morocco.
Investment: 50,129,247 ordinary shares (31.3%) valued at
£30.0 million
The cement market in CEMOS's southern area of Morocco was stable in 2024, with
sales for the year totalling 209,000 tonnes, approximately 15% higher than the
182,000 tonnes achieved in 2023. As a result, the unaudited EBITDA for the
year was estimated at around €9 million (2023: €6 million).
During 2024, CEMOS commenced the construction of a Compact Calcination Unit at
the Tarfaya cement plant site to produce its own clinker and supplementary
cementitious materials, the principal raw materials in cement production and
representing approximately 70% of cost of the cement. This will not only
provide security of supply of clinker but should materially reduce costs as
well as lowering the carbon footprint associated with cement production.
Commissioning of the calcination plant is expected to take place in May 2025
with the full benefit realised from the second half of 2025.
During 2024, CEMOS identified a site and commenced the permitting process for
its second grinding plant acquired in 2022, essentially identical to the
existing plant at Tarfaya. CEMOS plans to start construction of this second
plant around the middle of 2025 which will allow it to double its production
rate from 2026 onwards.
Major Moroccan Government and foreign investment and development initiatives
including the football World Cup in 2030 are expected to provide a boost to
the Moroccan cement market over the coming years. CEMOS expects increased
profitability in 2025 following the commencement of production from the
clinker plant and thereafter once the second grinding line is installed.
Bilboes Gold Royalty
The Company holds a 1% Net Smelter Royalty ("NSR") over future production from
the Bilboes' gold project in Zimbabwe owned by Caledonia Mining Corporation
Plc ("Caledonia"), see below
Investment: 1% NSR valued at £8.4 million
The Bilboes properties host a JORC compliant Proved and Probable Reserve
containing 1.8 million ounces of gold out of a total Mineral Resource of 3.8
million ounces of gold.
In June 2024, Caledonia released the results of the Preliminary Economic
Assessment ("PEA") for the Bilboes project, indicating production of 1.5
million ounces of gold over a 10-year period. Caledonia concluded that a
single-phase development of the project would provide the best economic
return, having considered alternative development options, including
multi-phase development and changes to certain other aspects of the project.
At a gold price of US$1,884 per ounce used in the PEA, the economic model
calculated a Net Present Value ("NPV") with a 10% discount rate of US$309
million and an Internal Rate of Return ("IRR") of 34%. During March 2025
Caledonia also announced that whilst it had been making good progress on the
Feasibility Study for the Bilboes project, (initially targeted for completion
in Q1 2025), it had decided to extend the timeline to fully explore several
material optimisation opportunities. This includes engaging with the
authorities to explore the potential for selling concentrate directly which
could potentially reduce up-front capital expenditures significantly by
deferring capital expenditure on a BIOX (Biological Oxidation) processing
circuit, at least for the first few years of production.
At the current gold price of US$3,000 per ounce, the Company should receive
around US$4 million per annum after withholding tax from its 1% Net Smelter
Royalty on the Bilboes mine. Caledonia are yet to suggest a date for
commencement of the mine but should development commence in 2026, production
could commence in 2028.
Nussir ASA ("Nussir")
Nussir is a Norwegian private company whose key asset is the Nussir copper
project in northern Norway.
Investment: 31,385,361 ordinary shares (21.6%) valued at
£6.9 million
In 2023, Nussir completed the update of the Definitive Feasibility Study
("DFS") on its Nussir copper project in northern Norway changing the
operations from diesel based to one based on a fully electrified mine
producing around 14,000 tonnes of copper per year over a 14 year mine life.
The updated DFS economics gave an NPV of US$191 million at an 8% discount
rate, with an IRR of 22% based on a copper price of US$8,000 per tonne.
Nussir ASA ("Nussir") (continued)
In December 2024, over 99% of shareholders of Nussir agreed to sell their
shares in Nussir to Blue Moon Metals Inc. ("Blue Moon"), a company listed on
the TSX-V stock exchange, in return for shares in Blue Moon. The transaction
valued Nussir at US$55.3 million based on the price at which Blue Moon raised
C$30 million of new equity capital as part of the transaction. Blue Moon
shares were suspended until the completion of the transaction on 27 February
2025, following approval by the TSX. As a result, the Company holds 11.3% of
the shares of Blue Moon. The Company's shares in Blue Moon are subject to
gradual lock-up arrangements as prescribed by the TSX and therefore, in
accordance with the Company's valuation policy, are held at a discount to the
listed price. In addition, at the year-end, a further discount had been
applied to allow for transaction risk, giving a total discount to the
fundraising price of 28.6% at the year-end. The value of the investment in
Nussir increased by 77% in Sterling terms during 2024.
Metals Exploration plc ("Metals Ex")
Metals Ex is an AIM listed company which owns the Runruno gold mine in the
Philippines.
Investment: 62,460,000 ordinary shares (3.6%) valued at £3.3
million
During 2024, Metals Ex produced annual gold sales of 83,897 ounces from its
Runruno gold mine in the Philippines generating record annual positive free
cash flow of US$96.7 million. This strong performance allowed it to pay down
the remainder of its debt and to buy back all the shares of its second largest
shareholder. Metals Ex has forecast production for 2025 of 70,000-75,000
ounces of gold at an AISC of between US$1,225 and US$1,325 per ounce of gold.
Metals Ex has identified an exploration target called Dupax located
approximately 20km SW of the Runruno mine site. With a target of 10Mt to 20Mt
of potential ore according to Metals Ex, this could extend Runruno operations
by several years beyond the currently modelled depletion of the existing
Runruno mine in 2027.
In January 2025, Metals Ex completed the acquisition of Condor Gold plc, whose
main project is the La India gold project in Nicaragua. Metals Ex's internal
studies have suggested that La India could produce an average of 145,000
ounces of gold per annum from open pit and underground over a 12.4 year
period. Initial capex of US$122 million can be covered by projected cashflow
from Runruno with first production targeted by the end of 2026. Given that
Metals Ex expects to be able to put La India into production without incurring
debt, once in production in 2027, Metals Ex should be in a position to start
paying dividends.
Caledonia Mining Corporation Plc ("Caledonia")
Caledonia is a NYSE, AIM and Victoria Falls Exchange listed gold producer
whose primary assets are the producing Blanket Mine and the Bilboes gold
project (outlined above) both in Zimbabwe.
Investment: 425,000 ordinary shares (2.4%) valued at £3.2
million
Caledonia reported annual gold production at its Blanket gold mine in Zimbabwe
of 76,656 oz in 2024, in line with guidance. Production guidance for 2025 is
similar to 2024 at 73,500 to 77,500 with all-in sustaining cost ("AISC") is
expected to be in the range of $1,690/oz to $1,790/oz.
The higher gold price in the year resulted in operating profit for the full
year of US$77.0 million (2023 US$44.5 million).
Caledonia currently pays a dividend of US$0.14 per quarter. It is expected
that at least this level of dividend will continue until the Bilboes project
can be brought into production.
Tungsten West Plc (''Tungsten West'')
Tungsten West owns the Hemerdon Tungsten Mine in Devon, United Kingdom and is
quoted on the AIM market of the London Stock Exchange.
Investment: 28,846,515 ordinary shares (15.4%) valued at
£1.08 million
£1,200,000
convertible loan valued at £2.06 million
1,657,195
second options valued at £0.03 million
1,657,195 third
options valued at £0.02 million
Tungsten West Plc (''Tungsten West'') (continued)
On 16 January 2023 Tungsten West announced the results of its updated
feasibility study on the Hemerdon tungsten and tin mine in Devon. The
feasibility study detailed a mine with average annual production of 2,900
tonnes of tungsten (WO(3)) and 310 tonnes of tin in concentrate over 27
years. The economics showed a post-tax NPV5% of £297 million with
an Internal Rate of Return (IRR) of 25%. It also highlighted an upside case
post-tax NPV5% of £416 million with an IRR of 32%. Total pre-production
capex, corporate commitments and working capital was estimated at £54.9
million.
During 2024 Tungsten West received the two remaining major licences to be able
to commence production: a revised Section 73 authority, to vary the tonnage
cap associated with the existing permission for 50 truck movements per day
from the site which will enable the production of secondary aggregates and the
permit to operate the Mineral Processing Facility. Tungsten West is currently
updating the feasibility study which is expected to be complete in the first
half of 2025 with a view to raising the capital for redevelopment later in
2025. This will enable it to recommence production of tungsten and tin in
2026.
First Tin PLC ("First Tin")
First Tin is a company listed on the London Stock Exchange which owns the
Taronga tin project in Australia and the Tellerhäuser and Gottesburg tin
projects in Germany.
Investment: 46,628,014 ordinary shares (10.3%) valued at
£2.6 million
On 2 May 2024, First Tin PLC announced the results of the DFS for its 100%
owned Taronga open pit tin project located in New South Wales, Australia. The
DFS outlines an open pit mine mining 5 million tonnes of ore per annum
followed by a crushing and a gravity processing facility. This is forecast to
produce an average of 3,600 tonnes of tin per annum at an All-In-Sustaining
costs of US$15,843 per tonne of tin sold. Pre-production capex is estimated at
US$116 million with the economic model based on US$30,000 per tonne of tin
showing an NPV8% of 120 million and an IRR of 28%.
First Tin has planned a 10,000m drilling programme at Taronga to convert the
in-pit Inferred resource to Indicated and Measured status and to outline the
other interpreted lode structures and is scheduled to be undertaken in early
2025 which should translate to additional ore reserves and ultimately a longer
life of mine. This will form the basis of a revised, optimised and value
enhanced update to the feasibility study, planned to be completed during 2025.
In addition, an exploration review has shown a large pipeline of tin projects
close to Taronga. First Tin intends to advance these projects concurrently
with the development of Taronga. This strategy could ultimately position the
proposed processing facility at Taronga as a central processing hub.
Whilst the main focus of First Tin is on Taronga, it also continues to make
progress on its second project, the Tellerhäuser tin project in Saxony,
Germany. The review of a large amount of additional historic drilling data
discovered in the Saxony archives closed gaps in the mineral resource
statement and provided additional resource volume, without additional cost.
This led to a 35% increase in total Indicated plus Inferred Mineral Resources
in April 2024 to 138,600 tonnes of contained tin.
Silver X Mining Corporation ("Silver X")
Silver X is a TSX-V listed company whose Recuperada silver/lead/zinc project
in Peru comprises 11,261 Ha of mining concessions centred around a 600 tonne
per day processing plant.
Investment: 19,502,695 ordinary shares (9.7%) valued at £2.1
million
In February 2023 Silver X released the results of a PEA under Canadian
National Instrument 43-101 Standards for the expansion of the Tangana Mining
Unit at Nueva Recuperada. The PEA outlined the potential to increase annual
production to 4.2 million ounces silver equivalent by constructing an
additional recovery plant at a capital cost of US$61 million to give a
post-tax NPV10% of US$175 million. On 26 February 2025 Silver X announced a
significant upgrade to its NI 43-101 mineral resource estimate at its Nueva
Recuperada Property in Huancavelica, Peru. Overall measured and indicated
resources grew from 3.60 million tonnes to 4.26 million tonnes, a +18%
increase, and inferred resources increased from 11.89 million tonnes to 17.18
million tonnes, a +45% increase. The updated resource estimate included the
nearby Plata Mining Unit for the first time which contains 5.81 million ounces
of silver in the indicated category and 26 million ounces of silver in the
inferred category. Silver X is currently updating the PEA to incorporate
additional mining areas such as Plata and further expanding processing
capacity and is planned to be completed by the middle of 2025.
Kanga Investments Ltd ("Kanga")
Kanga is a private company which holds the Kanga potash project, in the
Republic of the Congo.
Investment: 56,042 ordinary shares (7.8%) valued at £1.4
million
Kanga completed a positive Feasibility Study in 2020 on its Kanga Potash
project in the Republic of Congo for a mine producing 600,000 tonnes per annum
of Muriate of Phosphate ("MOP"). The DFS economic model gave a NPV at a 10%
discount rate of US$511 million with an IRR of 22% based on an MOP price of
US$282 per tonne compared to the current price of around US$300 per tonne.
There has continued to be good interest in attracting potential partners to
acquire or finance the Kanga potash project but negotiations have been
protracted and in the meantime, Kanga has struggled to attract short term
financing to fund working capital and as a result the carrying value was
reduced by 53% in 2024 until such time as a definitive transaction is
achieved.
Polar Acquisition Limited ("PAL")
PAL is a private company which holds a 1.8% to 0.9% (reducing over 10 years)
net smelter royalty over the Prognoz silver project ("Prognoz"), 444km north
of Yakutsk in Russia, from Solidicore Resources. Prognoz has a
267-million-ounce silver equivalent Indicated and Inferred Mineral Resource at
a grade of 755 g/t silver equivalent.
Investment: 16,352 ordinary shares (49.99%) valued at £1.0
million
In March 2024 Solidcore, sold off its Russia business which included the
Prognoz silver project. However, the liability to pay the net smelter royalty
to PAL remains with Soldicore (which is now domiciled in Kazakstan) and the
royalty contract has no Russian entities as parties to the Agreement. Ore was
transported and processed at the Nezhda mine concentrator in the second half
of 2024, although the level of sales and therefore royalty is yet to be
ascertained, which would trigger commencement of the payment obligation. We
are considering the potential for a sale of the royalty whilst at the same
time evaluating the contractual rights to payment under our Agreement with
Solidcore.
Baker Steel Capital Managers LLP
Investment Manager
25 April 2025
Investments Fair value % of Net
Shares
/Warrants/ £ equivalent Assets
Nominal
Listed equity shares
Australian Dollars
4,091,910 Akora Resources Limited 212,515 0.22
Australian Dollars Total 212,515 0.22
Canadian Dollars
19,502,695 Silver X Mining Corporation 2,114,165 2.21
6,519,395 Azarga Metals Corp 68,136 0.07
216,667 Blue Moon Metals Inc. 361,347 0.38
Canadian Dollars Total 2,543,648 2.66
Great Britain Pounds
46,628,014 First Tin Plc 2,634,483 2.76
62,460,000 Metals Exploration plc 3,329,118 3.49
28,846,515 Tungsten West Plc 1,078,860 1.13
Great Britain Pounds Total 7,042,461 7.38
United States Dollars
425,000 Caledonia Mining Corp Plc 3,195,681 3.35
United States Dollars Total 3,195,681 3.35
Total investment in listed equity shares 12,994,305 13.61
Debt instruments
Australian Dollars
94 Futura Resources Limited Convertible Loan 2,717,757 3.85
Australian Dollars Total 2,717,757 3.85
Canadian Dollars
305,000 PRISM Diversified Limited Loan Note 1 83,811 0.09
250,500 PRISM Diversified Limited Loan Note 2 267,040 0.28
Canadian Dollars Total 350,851 0.37
Great Britain Pounds
1,200,000 Tungsten West Convertible Loan 2,064,720 2.16
2,064,720 2.16
Total investments in debt instruments 5,133,328 5.38
*See accompanying notes to the financial statements on Page 46
Investments Fair value % of Net
Shares
/Warrants/ £ equivalent Assets
Nominal
Unlisted equity shares, warrants and royalties
Australian Dollars
10,100,000 Futura Gross Revenue Royalty 16,807,522 17.60
11,309,005 Futura Resources Limited 12,362,074 12.95
Australian Dollars Total 29,169,596 30.55
Canadian Dollars
666,667 Azarga Metals Warrants 09/15/2025 - -
20,578,027 PRISM Diversified Limited 126,980 0.13
40,000 PRISM Diversified Limited - Royalty 22,237 0.02
324,000 Unkur Contingent Interest 45,029 0.05
Canadian Dollars Total 194,246 0.20
Great Britain Pounds
50,129,247 CEMOS Group Plc 30,002,354 31.42
1,657,195 Tungsten West Plc Second Option Share Warrants 18/10/2026 27,178 0.03
1,657,195 Tungsten West Plc Third Option Share Warrants 18/10/2026 16,572 0.02
Great Britain Pounds Total 30,046,104 31.47
United States Dollars
100 Bilboes Holdings (Private) Limited - Royalty 8,425,046 8.82
56,042 Kanga Investments Limited 1,406,139 1.47
16,352 Polar Acquisition Limited - Royalty 993,324 1.04
United States Dollars Total 10,824,509 11.33
Norwegian Krone
31,385,361 Nussir ASA 6,861,803 7.19
Norwegian Krone Total 6,861,803 7.19
Total Unlisted equity shares, warrants and royalties 77,096,258 80.74
Financial assets held at fair value through profit or loss 95,223,891 99.73
Other Assets & Liabilities 252,483 0.27
Total Equity 95,476,374 100.00
Company Structure
The Company is a registered closed-ended investment scheme pursuant to the
Protection of Investors (Bailiwick of Guernsey) Law, 2020 ("POI Law") and the
Registered Collective Investment Scheme Rules and Guidance, 2021 issued by the
Guernsey Financial Services Commission ("GFSC"). The Company is not authorised
or regulated as a collective investment scheme by the Financial Conduct
Authority. The Company is subject to the Listing Rules and the Disclosure
Guidance and Transparency Rules of the UK Listing Authority.
The Articles of the Company contain provisions as to the life of the Company.
At the Annual General Meeting ("AGM") falling in 2018 and at each third AGM
convened by the Board thereafter, the Board will propose a special resolution
to discontinue (the Company) which if passed will require the Directors,
within 6 months of the passing of the special resolution, to submit proposals
to shareholders that will provide shareholders with an opportunity to realise
the value of their Ordinary Shares. At the recent AGM held on 12 September
2024, the vote to discontinue the Company was not passed and therefore a vote
with regard to continuation will not be proposed by the Board until the AGM in
three years' time as is required by the Company's Articles.
Company Purpose and Values
The purpose of the Company is to carry out business as an investment company
and to provide returns to shareholders through achieving its investment
objective as described on page 12.
The values of the Company are discussed and agreed upon by the Board. The
Board seeks to run the Company with a culture of openness, high integrity and
accountability. It aims to demonstrate these values through its behaviour both
within itself and its dealings with its stakeholders. It seeks to act in the
spirit of mutual respect, trust and fairness. The Board is robust in its
challenge of the Investment Manager and other service providers but tries
always to be constructive and collegiate. The Board expects its members to
exhibit an independence of mind and not to be wary of asking difficult
questions. Moreover, it expects and encourages its key service providers to
exhibit similar values.
Role and Composition of the Board
The Board is the Company's governing body; it sets the Company's strategy and
is collectively responsible for its long-term performance. The Board, which is
comprised entirely of independent Non-Executive Directors, is responsible for
appointing and subsequently monitoring the activities of the Manager and other
service providers to ensure that the investment objectives of the Company
continue to be met. The Board also ensures that the Manager adheres to the
investment restrictions described in the Company's Prospectus and acts within
the parameters set by it in any other respect. It also identifies and monitors
the key risks facing the Company.
Investment activities are predominantly monitored through quarterly Board
meetings at which the Board receives detailed reports and updates from the
Investment Manager, who attends each Board meeting. Services from other key
service providers are reviewed as appropriate.
Subject to meeting solvency requirements, if the Ordinary Shares trade at a
discount in excess of 15 per cent to their NAV, the Board will consider
whether the Company should buy back its own Ordinary Shares, taking into
account the Company's liquidity, conditions in the stock market and mining
markets. At the year end the Company's Ordinary Shares traded at a discount to
NAV of 37%, as stated in the Chairman's Statement, the Board will actively
assess share buy backs and other forms of distributions as liquidity and
opportunities arise.
The Board continues to review the Company's expenditure to ensure that the
total costs incurred in the running of the Company remain competitive. An
analysis of the Company's costs, including management fees (which are based on
the market capitalisation of the Company), Directors' fees and general
expenses, is submitted to each Board meeting.
As at 31 December 2024, the Board comprised four Directors (2023: four).
Investment Management
The Manager, Baker Steel Capital Managers (Cayman) Limited, is a company
incorporated in the Cayman Islands on 10 April 2002 with registration number
117030 and is an affiliate of the Investment Manager.
The Manager was appointed pursuant to a management agreement with the Company
dated 31 March 2010 (the "Management Agreement"). Under the Management
Agreement, the Manager acts as manager of the Company, subject to the overall
control and supervision of the Directors and was authorised to appoint the
Investment Manager to manage and invest the assets of the Company.
Baker Steel Capital Managers LLP acts as Investment Manager of the Company and
was constituted in England and Wales on 19 December 2001. It is authorised and
regulated by the Financial Conduct Authority in the United Kingdom. The
Investment Manager is a limited liability partnership with registration number
OC301191 and is an affiliate of the Manager. The Investment
Manager has been appointed by the Company to act as its Alternative Investment
Fund Manager ("AIFM") and is responsible for the portfolio management and
investment risk management of the Company.
Investment Management (continued)
The Investment Manager manages the Company in accordance with the Alternative
Investment Fund Managers Directives ("AIFMD"). The Investment Manager is a
specialist natural resources asset management and advisory firm operating from
its head office in London and its branch office in Sydney. It has an
experienced team of fund managers covering the precious metals, base metals
and minerals sectors worldwide, both in relation to commodity equities and the
commodities themselves.
Amendments have been made to the Management Agreement and Investment
Management Agreements with the Manager and Investment Manager respectively,
such that, that proportion of the Management Fee associated with discretionary
fund management is now paid directly to the Investment Manager i.e. the
Manager now receives no income from its appointment as a discretionary fund
manager pursuant to the Management Agreement, and this is paid directly to the
Investment Manager. There is no impact whatsoever on the overall Management
Fee paid by the Company. The amendments are effective from 1 July 2024.
The Directors formally review the performance of the Investment Manager on an
annual basis and remain satisfied that the Investment Manager has the
appropriate resources and expertise to manage the portfolio of the Company in
the best interests of the Company and its shareholders.
Investment Objective
The Company's investment objective is to seek capital growth over the
long-term through a focused, global portfolio consisting principally of the
equities, loans or related instruments of natural resources companies. The
Company invests predominantly in unlisted companies (i.e. those companies that
have not yet made an initial public offering ("IPO") but also in listed
securities (including special situations opportunities and less liquid
securities) with a view to making attractive investment returns through the
uplift in value resulting from the development progression of the investee
companies' projects and through exploiting value inherent in market
inefficiencies and pricing anomalies.
Investment Policy
The core of the Company's strategy is to invest in natural resources
companies, predominantly unlisted, that the Investment Manager considers to be
undervalued and that have strong fundamentals and attractive growth prospects.
Natural resources companies, for the purposes of the investment policy, are
those involved in the exploration for and production of base metals, precious
metals, bulk commodities, thermal and metallurgical coals, industrial minerals
and energy, and include single-asset as well as diversified natural resources
companies.
It is intended that unlisted investments be realised through an IPO, trade
sale, management repurchase or other methods.
The Company focuses primarily on making investments in companies with
producing and/or tangible assets such as resources and reserves that have been
verified under internationally recognised standards for reporting, such as
those of the Australasian Joint Ore Reserves Committee ("JORC"). The Company
may also invest from time to time in exploration companies whose activities
are speculative by nature.
The Company has flexibility to invest in a wide range of investments in
addition to unlisted and listed equities and equity-related securities,
including but not limited to commodities, convertible bonds, debt securities,
royalties, options, warrants and futures. Derivatives may be used for
efficient portfolio management, hedging and for the purposes of obtaining
investment exposure. The Company may also have exposure from time to time to
other companies within the wider resources and materials sector, including
services companies, transport and infrastructure companies, utilities and
downstream processing companies.
The Company may take legal or management control of a company from time to
time. The Company may invest in other investment funds or vehicles, including
any managed by the Manager or Investment Manager, where such investment would
be complementary to the Company's investment objective and policy.
Borrowing and Leverage
The Company may, at the discretion of the Investment Manager and within limits
set by the Board, incur leverage for liquidity purposes by borrowing funds
from banks, broker-dealers or other financial institutions or entities. The
costs and impact of leverage, positive and negative, will affect the operating
results of the Company.
During the current and prior year, no leverage was used by the Company.
Investment Restrictions
There are no fixed limits on the allocation between unlisted and listed
equities or equity-related securities and cash although, as a guideline,
typically the Investment Manager will aim for the Company to be invested over
the long-term as follows:
• between 40 and 100 per cent of the value of its gross assets in
unlisted equities or equity-related securities;
• up to 50 per cent of the value of its gross assets in listed
equities or equity-related securities;
• up to 10 per cent of the value of its gross assets in cash or
cash-like holdings; and
• in 10 to 20 core positions to provide adequate diversification
whilst retaining a focused core approach. Core positions will be between 5 per
cent and 15 per cent of NAV as at the date of acquisition.
The actual percentage of the Company's gross assets invested in listed and
unlisted equities and equity-related securities and cash and cash-like
holdings and the number of positions held may fall outside these ranges from
time to time. The portfolio may become focused on fewer holdings as certain
investments mature and increase in value. Once such investments are realised
it is intended that the consideration will be reinvested in several new
investments thereby diversifying the portfolio.
Listed securities might exceed the above guideline following a significant
number of IPOs or in certain market conditions and likewise cash balances may
exceed the above guideline following the realisation of one or more
investments or following the issue of new equity in the Company, pending
investment or distribution of the proceeds.
The investment policy has the following limits:
• Save in respect of cash and cash-like holdings awaiting
investment, and except as set out below, the Company will invest or lend no
more than 20 per cent in aggregate of the value of its gross assets in or to
any one particular company or group of companies, as at the date of the
relevant transaction.
• The Company's investment in Futura Resources Limited ("Futura")
may exceed the limit set out above provided that the Company will not invest
or lend more than 35 per cent in aggregate of the value of its gross assets in
Futura as at the date of the relevant transaction.
• No more than 10 per cent in aggregate of the value of the gross
assets of the Company may be invested in other listed closed-ended investment
funds, except for those which themselves have stated investment strategies to
invest no more than 15 per cent of their gross assets in other listed
closed-ended investment funds.
Where derivatives are used for investment exposure, these limits will be
applied in respect of the investment exposures so obtained.
The Company will avoid (a) cross-financing between the businesses forming part
of its investment portfolio and (b) the operation of common treasury functions
between it and the investee companies. When deemed appropriate, the Company
may borrow up to 10 per cent of NAV for temporary purposes such as settlement
of mis-matches. Borrowings will not however be incurred for the purposes of
any Share repurchases. Any material change in the investment objective,
investment policy or borrowing policy will only be made with the prior
approval of holders of Ordinary Shares by Ordinary Resolution. In the event of
any breach of the investment restrictions the Investment Manager would report
the breach to the Board and shareholders would be informed of any corrective
action required.
No breaches of investment restrictions occurred during the year ended 31
December 2024.
Hedging
The Investment Manager will not normally hedge the exposure of the Company to
currency fluctuations.
Performance
The Company monitors NAV against the MSCI World Metals and Mining Index,
whilst this is not a benchmark, it is used as a reference for general mining
share performance. An outline of performance, market background, investment
activity and portfolio strategy during the year under review, as well as
outlook, is provided in the Chairman's Statement on pages 1 to 2 and the
Investment Manager's Report on pages 3 to 8.
Principal Risk and Uncertainties
The Board is responsible for the Company's system of risk management and
internal control and for reviewing its effectiveness.
The Board has adopted a detailed matrix of principal risks affecting the
Company's business as an investment company and has established associated
policies and processes designed to manage and, where possible, mitigate those
risks, which are monitored by the Audit Committee on an ongoing basis. This
system assists the Board in determining the nature and extent of the risks it
is willing to take in achieving the Company's strategic objectives.
Although the Board believes that it has a robust framework of internal
controls in place this can provide only reasonable, and not absolute,
assurance against material financial misstatement or loss and is designed to
manage, not eliminate, risk. Actions taken by the Board and, where
appropriate, its committees, to manage and mitigate the Company's principal
risks and uncertainties are discussed in more detail below.
Emerging Risks and Uncertainties
During the year, the Board also discussed and monitored a number of risks that
could potentially impact the Company's ability
to meet its strategic objectives. The principal emerging risk continues to be
climate change. Climate change risk includes how climate change could affect
the Company's investments, and potentially shareholder returns.
The Board has implemented an environmental, social and governance ("ESG")
policy which has been developed from the Investment Manager's own ESG policy.
The Company's ESG policy is available on its website. Despite the need for
many metals to enable the global move away from fossil fuels, mining is
perceived to be harmful to the environment which can result in delays to
licences being awarded by government bodies.
The Board will continue to monitor the growing risks identified by ESG and the
resulting pressures on its investments.
Fund Concentration Risk
As at reporting date, the two largest investments that now comprise some 65%
of the Company's net assets are CEMOS (31.4%) and Futura (33.4%). Although
these are above the 20% of NAV investment limits, these have increased as a
result of relative performance and were compliant at the time of investments,
in the case of Futura, subsequent approval from shareholders to increase its
limit to 35%. The Investment Manager reviews top holdings on an ongoing basis
and the Board reviews concentration risk at each Board meeting. The Board has
reasonable expectation of some significant dividends and royalty payments in
the coming years which will support both distributions to our shareholders as
well as enabling the Company to diversify its portfolio when attractive
opportunities arise.
Geopolitical Risk
The recent US election results have introduced additional geopolitical
uncertainty. Market turmoil following recent policy changes by the United
States, such as higher tariffs on imported goods, has led to significant stock
market declines, inflation concerns, and fear of potential recession. These
tariffs could lead to reciprocal measures by other countries potentially
slowing global growth and affecting commodity prices.
Additionally, the invasion of Ukraine and resulting sanctions on Russia,
increased the risk of investing in companies with interests in Russia. It has
also increased the uncertainty around previous projections made by those
companies, in the face of growing financial and operational constraints. As a
result in 2022, the Company reduced its carrying values of PAL to reflect the
risk that Polymetal may not be able to pay the royalty over the Prognoz silver
project in Russia when due and the question of whether PAL is able to receive
payments either due to the risk of potential sanctions, or the lack of
willingness of participants in the banking system to deal with relevant
counterparties. In 2024 Polymetal, sold off its Russian business which
included Prognoz, changed its name to Solidcore and its domicile to
Kazakhstan. However, the liability to pay the net smelter royalty to PAL
remains with Soldicore and the royalty contract has no Russian entities as
parties to the Agreement.
Inflation Risk
Notwithstanding the improved inflationary position, there remains a risk that
geopolitical tensions may again cause rising energy prices and disrupt supply
chains causing further inflationary pressures. This, plus monetary tightening
undertaken by central banks to curb inflation, raises the risk of a global
recession which would be negative for commodity prices.
There is a growing risk that measures imposed by governments in response to
cost-of-living challenges will impact on the Company's investments,
specifically increased taxes or royalties imposed by governments may have
implications on net sales prices received by investee companies. To mitigate
this the Company uses real term models in its valuations using consensus long
term commodity prices.
Principal risk and uncertainties (continued)
Market and Financial Risks
Market risk arises from volatility in the prices of the Company's underlying
investments which, in view of the Company's investment policy, are in turn
particularly sensitive to commodity prices. Market risk represents the
potential loss the Company might suffer through holding investments in the
face of negative market movements. The Board has set investment restrictions
and guidelines to help mitigate this risk. These are monitored and reported on
by the Investment Manager on a regular basis. Further details are disclosed in
note 4 on pages 50 to 54.
The Company's investment activities also expose it to a variety of financial
risks including in particular foreign currency risk. An analysis of
sensitivity to foreign exchange is presented on pages 50 to 51.
Portfolio Management and Performance Risks
The Board is responsible for determining the investment strategy to allow the
Company to fulfil its objectives and also for monitoring the performance of
the Investment Manager to which has been delegated day to day discretionary
management of the Company's portfolio. An inappropriate strategy may lead to
poor performance. The investment policy of the Company allows for a highly
focused portfolio which can lead to a concentration of risk. To manage this
risk, the Investment Manager provides to the Board, on an ongoing basis, an
explanation of the significant stock selection recommendations and the
rationale for the composition of the investment portfolio. The Board mandates
and monitors an adequate diversification of investments, both geographically
and by commodity, in order to reduce the risks associated with particular
sectors, based on the diversification requirements inherent in the Company's
investment policy. The nature of the investment strategy means that portfolio
diversification cannot be rebalanced on a short-term basis.
The Company invests in certain companies whose projects are located in
emerging markets. In such countries governments can exercise substantial
influence over the private sector and political risk can be a significant
factor. In adverse social and political circumstances, governments have been
involved in policies of expropriation, confiscatory taxation, nationalisation,
intervention in the securities markets and imposition of foreign exchange
controls and investment restrictions. The Investment Manager and the Board
take into account specific political and other such risks through its approach
to pricing when entering into an investment, and seek to mitigate them by
diversifying geographically.
The Company's ability to implement its investment policy depends on the
Investment Manager's ability to identify, analyse and invest in investments
that meet the Company's investment criteria. Failure by the Investment Manager
to find additional investment opportunities meeting the Company's investment
objectives and to manage investments effectively could have a material adverse
effect on the Company's business, financial condition, and results of
operations.
The Company has no employees and, subject to oversight by the Board, is
reliant on the Investment Manager, which has significant discretion as to the
implementation of the Company's operating policies and strategies. The Company
is subject to the risk that the Investment Manager or its key investment
professionals will cease to be involved in the management of any part of the
Company's assets and that no suitable replacement will be found. The Board
regularly monitors the performance and capabilities of the Investment Manager
and its key man risk plans.
There is the risk that the market capitalisation of the Company (on which the
Investment Manager's fee is calculated) falls to such an extent that it will
no longer be viable for the Investment Manager to provide the services that it
currently provides. The Board monitors this possibility and, should it start
to become an issue, would review it with the Investment Manager.
Risk of a vote to wind-up the Company
The Articles contain provisions for a special resolution to be proposed to
shareholders at the AGM in 2018 and every three years thereafter on whether to
discontinue the Company. The Board tabled such resolutions in previous AGMs
held in 2018 and 2021 and on each occasion, the resolution was not passed. At
the recent AGM held on 12 September 2024, the vote to discontinue the Company
was not passed and therefore a vote with regard to continuation will not be
proposed by the Board until the AGM in three years' time as is required by the
Company's Articles. Should there be a catastrophic loss of value in the
Company's assets, possibly as a result of the risks above, or merely a change
in sentiment towards the mining sector generally by a sufficient proportion of
investors, there is the risk of shareholders voting to wind-up the Company at
that time. As the Company's investments are largely unlisted it could then
take a protracted amount of time to realise them or they may need to be sold
at a discount to Fair Value if an accelerated timetable is required.
To be passed, the discontinuation vote requires a majority of 75% of those
shareholders voting. To understand the requirements of the Company's major
shareholders, the Investment Manager regularly liaises with the Company's
broker and meets major shareholders. The Chairman is also available to meet
with shareholders as required.
In the event of a winding up of the Company, Shareholders will rank behind any
creditors of the Company.
Viability Statement
In accordance with provision 31 of the UK Corporate Governance Code, published
by the Financial Reporting Council ("FRC") in January 2024 (the "UK Code"),
the Directors, as advised by the Audit Committee, have assessed the prospects
of the Company over 3 years. The Board considers that this is an appropriate
timeframe to assess the viability of the Company as, in relation to the types
of investments the Company makes, three years generally provides sufficient
time for major milestones to be reached on mining projects together with some
realisations and new investments to be made by the Company. Beyond three
years, the Board considers the mining and minerals markets to be too difficult
to predict to be sufficiently helpful.
The Company has previously seen pressures from falls in commodity prices and a
move by its share price to an increased discount to its NAV. The mining market
is inherently cyclical and dependent on world economic output. Notwithstanding
this, it is a feature of closed-ended investment companies such as BSRT that
the greatest risk to viability is that the investments lose value to an extent
where the expense ratio becomes excessive such that the Company becomes an
unattractive investment proposition. In such conditions, it may also be a risk
that liquidity (i.e. the ability to sell or realise cash from the portfolio,
or raise borrowings should that be necessary) is insufficiently available to
meet liabilities.
In the case of the Company, which has no gearing, the Investment Manager has
conducted stress and sensitivity tests of future income and expenditure and
the ability to realise assets, and it and the Board have concluded that, even
in circumstances representing a deterioration in value of 50% of net assets
over the three-year period and a complete inability to sell any of the
unlisted assets in the portfolio, the Company should remain viable. The key
factor in this assessment is that currently the Company's greatest expense is
the management fee which is calculated on the market capitalisation of the
Company. Should net assets fall, market capitalisation would be expected to
fall in line or at a higher rate, such that the costs of the Company would
also fall. It is also assumed that expected income from interest, royalties
and dividends is projected to cover budgeted expenses over the three-year
period. In addition over the three-year period and under the highly stressed
conditions modelled, regular realisations of the Company's listed equities
could replace expected income if required. The Directors believe this to be
reasonable given that the majority of these equities are traded at sufficient
volumes in the context of the positions the Company's holdings represent.
As a result, the Board has a reasonable expectation that the Company will be
able to continue in operation and meet its liabilities as they fall due over
the period of their assessment.
Environmental, Social and Governance
The Company believes that monitoring environmental, social and governance
("ESG") factors is important not only to support sustainable and ethical
investment but because ESG considerations are key for creating and maintaining
shareholder value. The Company has developed an ESG Investment Policy which
draws from international best practice and builds upon the principles
and processes outlined in the United Nations Principles for Responsible
Investment, of which the Investment Manager is a signatory. A copy of the
Company's ESG policy is available on the Company's website.
ESG considerations are considered as an enhanced risk management tool and, as
such, are incorporated into the Investment Manager's investment decision
process at multiple levels during stock screening and company analysis, as
well as being directly addressed with company management during meetings and
on-site visits.
The Company is an active investor and will use its voting rights to influence
company direction in a sustainable way where deemed appropriate. The Company
considers that social and environmental responsibility, along with good
governance, are an integral element of running a successful mining company.
For example, the Nussir copper project in Norway aims to become the first zero
carbon mine globally through being fully electric with the electricity
generated from entirely renewable sources. The Company has used its
representation on the Board of Nussir to actively promote this evolution to
electrification. CEMOS, with the support of the Company as its largest
shareholder, is constructing a calcination unit at its Morocco operations
which it is aimed will allow production of cement with an associated lower
carbon footprint and the offer of 'greener' cement products to customers.
Non-Mainstream Pooled Investment
The Directors intend to operate the Company in such a manner that its shares
are not categorised as non-mainstream pooled investments.
Stakeholder Engagement
During the year ending 31 December 2024, the Board sought to voluntarily
comply with the requirements of Section 172 of the Companies Act 2006 to
promote the success of the Company for the benefit of its members as a whole,
having regard to the interests of all stakeholders.
Identification of key stakeholders
As an externally managed investment company, the Company has no employees,
operations or premises. The Board has identified its key stakeholders as the
Company's shareholders, the Investment Manager, other service providers and
the Investee Companies.
Engagement with stakeholders
The table below explains how the Board have engaged with all stakeholders.
Stakeholder Engagement
Shareholders The Board seeks an open and constructive engagement with shareholders who have
the opportunity to vote at and to attend the Company's AGM.
Following the announcement of the results of the Company's Annual General
Meeting ("AGM") held on Thursday 12 September 2024 and in line with the AIC
Code of Corporate Governance, the Board have investigated the outcome of the
two special resolutions that failed to pass with the required majority of 75%.
Said special resolutions related to authority to allot and issue up to 20% (in
aggregate) of the total number of ordinary shares in issue in the Company for
cash and both received votes of 72% in favour. Following engagement with the
relevant shareholders, the Board notes that an administrative issue appears to
have led to the vote falling short (with 28% voting against) and will engage
with said shareholders early in the voting process in the lead up to the 2025
AGM. Additional narrative within the 2025 Notice of AGM is also proposed to
ensure that the Board's intention in relation to similar resolutions (should
they be proposed) is clearly understood by shareholders.
The annual and half year results are available on the Company's website with
the results and monthly updates also announced via a regulatory news service.
The Board receives regular updates on the shareholder register and any trading
activity and feedback received from investor meetings and briefings conducted
by the Investment Manager, the Broker and research analysts.
Investment Manager Open and collaborative dialogue is maintained between the Board and the
Investment Manager.
The Investment Manager is invited to all Board and Audit Committee meetings
and provides regular reports on the performance of the investments and any
potential issues the Board needs to be aware of.
Other Service Providers The Board receive reports from all service providers at each meeting.
The Administrator attends all Board and Audit Committee meetings.
Investee Companies The Board receives detailed updates on operating performance of material
investee companies provided at each meeting. Additionally, the Board receives
details of projects being undertaken by the investee companies, including
where these may require the Company to consider providing financial support.
Through its investments and board positions on investee companies, the Company
seeks to promote good ESG practice, with particular attention to Health and
Safety of employees at investee companies.
Key Decisions
Key decisions are those that are material or of strategic importance to any of
the Company's key stakeholders as described above. An example of a key
decisions made during the year were the conversion of the convertible loan
notes in CEMOS into equity and the subscription for new shares in Nussir at
NOK 0.5 per share which allowed Nussir the working capital to continue
marketing its project which led to Blue Moon's offer to acquire Nussir at the
equivalent of NOK 4.25 per share. It is anticipated that the acquisition of
Nussir by Blue Moon will enable the financing of the Nussir project into
production.
Future Developments
The future performance of the Company depends upon the success of the
Company's investment strategy and, as to its share price and market rating,
partly on investors' view of mining related investments as an asset class.
Further comments on the outlook for the Company can be found in the Chairman's
Statement on pages 1 and 2 and the Investment Manager's Report on pages 3 to
8.
Signed on behalf of the Board of Directors by:
Fiona
Perrott-Humphrey
25 April 2025
BOARD OF DIRECTORS
The Board of Directors is listed below. In 2018, the Board implemented a
succession plan to refresh its membership while maintaining continuity. Since
then, the Board has successfully integrated new members, ensuring a balance
between continuity of knowledge and experience, and refreshing the Board's
composition in terms of skills, diversity, and length of service. In 2019,
David Staples joined the Board, bringing extensive experience and contributing
to the ongoing renewal process, followed by Fiona Perrott-Humphrey in 2020 and
John Falla in 2022. Additionally, Patrick Meier joined the Board in 2024,
further enhancing the diversity and expertise of the Board.
Fiona Perrott-Humphrey: Fiona Perrott-Humphrey has over 30 years' experience
in the mining finance industry in London. She moved to the UK in 1987 after a
period in academia in South Africa, and over the next 15 years, was a rated
mining analyst for a number of stockbroking firms including James Capel,
Cazenove and Citigroup (the latter as head of European Mining Research). After
leaving full time broking, Fiona has had a portfolio of roles drawing on her
experience of covering the global mining sector. She is a founder of a mining
strategic consulting business, and director of AIM Mining Research and in 2007
published a book entitled Understanding Junior Miners. In 2004, she was
appointed Adviser to the Mining team at Rothschild and Co. Fiona was a
non-executive director of Dominion Diamonds, located in northern Canada, for
two years from 2014. She is invited to present regularly at global mining
conferences.
Fiona was appointed in 2020 as a non-executive director and is a member of the
Company's Audit Committee. Fiona was appointed as Chair of the Company with
effect from 31 December 2024, succeeding Howard Myles.
Charles Hansard: Charles Hansard has over 40 years' experience in the
investment industry as a professional and in a non-executive capacity. He
currently serves as a non-executive director on a number of boards which
include JJJ Moore part of the Moore Capital group of funds of which he was a
director for 25 years. He is a director of NYSE listed Los Gatos Silver Inc
and Electrum Ltd., a privately owned US gold exploration company. He formerly
served as a director of Apex Silver Mines Ltd., where he chaired the finance
committee during its capital raising phase and as chairman of the board of
African Platinum Plc, which he led through reorganisation and feasibility
prior to its sale to Impala Platinum. He commenced his career in South Africa
with Anglo American Corporation and Fleming Martin as a mining analyst. He
subsequently worked in New York as an investment banker for Hambros before
returning to the UK to co-found IFM Ltd., one of the earliest European hedge
fund managers. Charles holds a B.B.S. from Trinity College Dublin.
Notwithstanding that Charles's tenure extends beyond 14 years, the Board is
satisfied that he continues to demonstrate independence from the Investment
Manager.
John Falla: John qualified as a chartered accountant with Ernst and Young in
London, before transferring to its Corporate Finance Department, specialising
in the valuation of unquoted shares and securities. On his return to Guernsey
in 1996 he worked for an international bank before joining The International
Stock Exchange (formerly the Channel Islands Stock Exchange) on its launch in
1998 as a member of the Market Authority. In 2000 Mr Falla joined the Edmond
de Rothschild Group, where he provided corporate finance advice to
international clients including open and closed-ended funds, and institutions
with significant property interests. He was a director of a number of Edmond
de Rothschild operating and investment entities, retiring in 2015.
John has been a non-executive director of London listed companies for over 10
years and is an experienced audit committee chair. He is currently a director
and audit committee chair of NB Private Equity Partners Limited.
John was appointed as a non-executive director in 2022 and has been the
Chairman of the Audit Committee since 31 December 2022.
Patrick Meier: Patrick has over 30 years of experience in investment banking
with specialist knowledge of the mining sector. He headed up the investment
banking activities for RBC Capital Markets in Europe and Asia and drove
a major expansion of RBC's European presence. Prior to this role, he headed up
RBC's activities in the Metals and Mining sector
in Europe, Africa and Asia for many years, and continues to enjoy strong
relationships within the sector. Mr. Meier also served as a Director on
the Board of RBC's main operating subsidiary in Europe. In May 2024,
Patrick stepped down as Chairman of Ecora Resources plc, the metals
streaming business listed on the London Stock Exchange. Mr. Meier was
instrumental in leading Ecora's growth and transformation. He also previously
acted as Chairman of AIM-Listed Firestone Diamonds plc.
Patrick Meier was appointed as a non-executive director with effect from 25
June 2024.
The Directors of the Company present their fifteenth annual report and the
audited financial statements (the "Annual Report") for the year ended 31
December 2024.
The Directors' Report contains information that covers this period and the
period up to the date of publication of this Report. Please note that more up
to date information is available on the Company's website
www.bakersteelcap.com/baker-steel-resources-trust/
(http://www.bakersteelcap.com/baker-steel-resources-trust/) .
Status
Baker Steel Resources Trust Limited (the "Company") is a closed-ended
investment company with limited liability incorporated on 9 March 2010 in
Guernsey under the Companies (Guernsey) Law, 2008 with registration number
51576. The Company is a registered closed-ended investment scheme pursuant to
the Protection of Investors (Bailiwick of Guernsey) Law, 2020, ("POI Law") and
the Registered Collective Investment Scheme Rules and Guidance, 2021 issued by
the Guernsey Financial Services Commission ("GFSC"). On 28 April 2010 the
Ordinary Shares and Subscription Shares of the Company were admitted to the
Official List of the UK Listing Authority and to trading on the Main Market of
the London Stock Exchange.
Investment Objective
Details of the Company's investment objectives and policies are described in
the Strategic Report on page 12.
Performance
In the year to 31 December 2024, the Company's NAV per Ordinary Share
increased by 16.2% (2023: decreased by 2.8%). This compares with a decrease in
the MSCI World Metals and Mining Index (capital return in Sterling terms) of
13.5% (2023: +13.8%). A more detailed explanation of the performance of the
Company is provided within the Investment Manager's Report on pages 3 to 8.
The results for the year are shown in the Statement of Comprehensive Income on
page 37 and the Company's financial position at the end of the year is shown
in the Statement of Financial Position on page 36.
Critical accounting judgements and key sources of estimation uncertainty
The Directors makes certain estimates and assumptions regarding the future.
Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions.
Significant estimates and assumptions arise in the valuation of investments.
The variety of valuation bases to be adopted and the quality of management
information provided by the underlying investee companies means there are
inherent difficulties in determining the value of these investments. Amounts
realised on the sale of those investments will inevitably differ from the
values reflected in the underlying funds holding the investee and the
difference may be significant.
Dividends and distribution policy
During the year ended 31 December 2015 the Board introduced a capital returns
policy whereby, subject to applicable laws and regulations, it will allocate
cash for distributions to shareholders. The amount to be distributed will be
calculated and paid following publication of the Company's audited financial
statements for each year and will be no less than 15% of the aggregate net
realised cash gains (after deducting losses) in that financial year. The Board
will retain discretion for determining the most appropriate manner to make
such distribution which may include share buybacks, tender offers and dividend
payments. The Board also intends to formulate a more regular dividend policy
once it starts to receive significant income from its investments by way of
dividends and royalty interests. As there was no net realised cash gain during
the year, the Board has determined that there will not be any distribution in
respect of the year ended 31 December 2024.
Directors and their interests
The Directors of the Company who served during the year and up until the date
of signing of the financial statements are:
Fiona Perrott-Humphrey (Chairman)
Howard Myles (resigned 31 December 2024)
Charles Hansard
John Falla
Patrick Meier (appointed 25 June 2024)
Biographical details of each of the Directors who were on the Board of the
Company at the time of signing the Annual Report are presented on page 18 of
the Annual Report.
Directors and their interests (continued)
Each of the Directors is considered to be independent in character and
judgement.
Each Director is asked to declare his or her interests at each Board meeting.
No Director has any material interest in any other contract which is
significant to the Company's business.
As of 31 December 2024, John Falla held 100,000 (2023: 100,000) shares in the
Company. Patrick Meier held 82,261 shares in the Company. No other Director
has a beneficial interest in the Company or any of its investee companies.
Authorised Share Capital
The share capital of the Company on incorporation was represented by an
unlimited number of Ordinary Shares of no par value. The Company may issue an
unlimited number of shares of a nominal or par value and/or of no par value or
a combination of both.
Shares in issue
The Company has a total of 106,453,335 (2023: 106,453,335) Ordinary Shares
outstanding with an additional 700,000 (2023: 700,000) held in treasury. The
Company has 9,167 (2023: 9,167) Management Ordinary Shares in issue, which are
held by the Investment Manager.
The Ordinary Shares are admitted to the Official List of the London Stock
Exchange.
Significant Shareholdings
As at 31 December 2024, the Company had received notifications in accordance
with the FCA's Disclosure Guidance and Transparency Rule 5.1.2 R of the
following interests in 3% or more of the voting rights attaching to the
Company's issued share capital.
Ordinary Shareholder Number of % of Total
Ordinary Shares Shares in issue
The Sonya Trust 12,637,350 11.87
Northcliffe Holdings Pty Limited 12,452,177 11.71
Overseas Asset Management 12,265,915 11.52
First Equity 10,734,150 10.08
Asset Value Investors 8,493,000 7.98
RIT Capital Partners 7,766,803 7.30
Raymond James Investment Services 6,148,518 5.78
Hargreaves Lansdown Asset Management 4,834,283 4.54
A J Bell Securities 3,332,123 3.13
Interactive Investor 3,267,386 3.07
The Investment Manager, Baker Steel Capital Managers LLP had an interest in
9,167 Management Ordinary Shares at 31 December 2024 (31 December 2023:
9,167).
David Baker and Trevor Steel, Directors of the Manager, are interested in the
shares held by Northcliffe Holdings Pty Limited and The Sonya Trust
respectively.
Statement of Directors' Responsibilities
The Directors are responsible for preparing the annual report and financial
statements in accordance with applicable Guernsey law, Listing Rules,
Disclosure Guidance and Transparency Rules, UK Corporate Governance Code and
generally accepted accounting principles.
Guernsey company law requires the Directors to prepare financial statements
for each financial year which give a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for that year.
In preparing these financial statements the Directors should:
- select suitable accounting policies and then apply them
consistently;
- make judgements and estimates that are reasonable;
- state whether applicable accounting standards have been
followed, subject to any material departures disclosed and explained in the
financial statements; and
- prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the Company will continue in
business.
The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company and which enable the Directors to ensure that the financial statements
comply with the Companies (Guernsey) Law, 2008. The Directors are also
responsible for safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
The Directors confirm that to the best of their knowledge:
- the financial statements have been prepared in
accordance with International Financial Reporting Standards ("IFRS") as
adopted by the European Union ("EU") and give a true and fair view of the
assets, liabilities and financial position and profit or loss of the Company;
- the Annual Report includes a fair review of the position
and performance of the business of the Company together with the description
of the principal risks and uncertainties that the Company faces, as required
by the Disclosure Guidance and Transparency Rules of the UK Listing Authority;
- the Annual Report and Financial Statements, taken as a
whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company's position and performance,
business and strategy; and
- they have carried out a robust assessment of the
emerging and principal risks facing the Company, including those that would
threaten its business model, future performance, solvency or liquidity.
Auditor Information
The Directors at the date of approval of this Report confirm that, so far as
each of the Directors is aware, there is no relevant audit information of
which the Company's auditor is unaware and each Director has taken all the
reasonable steps he or she ought to have taken as a director to make himself
or herself aware of any relevant audit information and to establish that the
Company's auditor is aware of that information.
Going Concern
The Directors, as advised by the Audit Committee, have made an assessment to satisfy themselves that it is reasonable to assume that the Company is a going concern and considered it appropriate to adopt the going concern basis of accounting. The Directors have considered carefully the liquidity of the Company's investments and the level of cash. As at 31 December 2024, approximately 13.7% of the Company's assets were represented by cash and unrestricted listed and quoted investments which are readily realisable. The Board are satisfied that the Company has the resources to continue in business for at least 12 months following the signing of these financial statements.
At the AGM in 2024, the vote to discontinue the Company was not passed and therefore a vote with regard to continuation will not be proposed by the Board until the AGM in 2027 as is required by the Company's Articles.
The Directors are not aware of any other material uncertainties that may cast
significant doubt upon the Company's ability to continue as a going concern.
Related party transactions
Transactions with related parties are based on terms equivalent to those that
prevail in an arm's length transaction and are disclosed in Note 10.
Corporate Governance Compliance
The Company is a member of the Association of Investment Companies.
The Board has therefore considered the Principles and Provisions of the AIC
Code of Corporate Governance ("AIC Code"). The AIC Code addresses the
Principles and Provisions set out in the UK Corporate Governance Code (the "UK
Code"), as well as setting out additional Provisions on issues that are of
specific relevance to the Company.
The Board considers that reporting against the Principles and Provisions of
the AIC Code, which has been endorsed by the Financial Reporting Council and
the Guernsey Financial Services Commission, provides more relevant information
to shareholders.
The Company has complied with the Principles and Provisions of the AIC Code
and therefore the UK Code except as where explained in the Annual Report on
pages 22 to 29 relating to:
· The requirement for a Senior Independent Director
· Nomination and Remuneration Committees
· The requirement for an internal audit function
The AIC Code is available on the AIC website ( (http://www.theaic.co.uk/)
www.theaic.co.uk). It includes an explanation of how the AIC Code adapts the
Principles and Provisions set out in the UK Code to make them relevant for
investment companies.
The Code includes provisions relating to:
· The role of the Chief Executive
· Executive Directors' remuneration
The Board considers these provisions are not relevant for the Company as it is
an externally managed investment entity. The Company has therefore not
reported further in respect of these provisions. The Directors are all
independent and non-executive and the Company does not have employees, hence
no Chief Executive is required for the Company.
The Board is satisfied that any relevant issues can be properly considered by
the Board as explained further on the following pages.
There have been no other instances of non-compliance, other than those noted
above.
Operation and composition of the Board
· Composition and Independence
The Board has no executive directors and has contractually delegated
responsibility to service providers for the management of the Company's
investment portfolio, the arrangement of custodial and cash flow monitoring
and oversight services and the provision of accounting and company secretarial
services. The Company has no employees.
The Board consists entirely of independent non-executive Directors, of whom
Fiona Perrott-Humphrey is the Chairman. Each of the Directors confirms that
they have no other significant commitments that adversely impact on their
ability to act for the Company and its shareholders, and that they have
sufficient time to fulfil their obligations to the Company.
There is no formal policy in respect of the tenure of the Chairman. The Board
have initiated a process of refreshing its membership with new appointments
made in recent years. Howard Myles also stepped down from the Board on 31
December 2024 retiring as Chairman after 14 years as part of this succession
programme.
· Senior Independent Director
In view of its non-executive nature and small size, the Board considers that
it is not necessary for a Senior Independent Director to be appointed.
· Appointment and re-election
The Company has a transparent procedure for the appointment and re-election of
the Directors and independent recruitment consultants may be used where
appropriate as was the case in 2024 when OSA assisted in the recruitment of
Mr. Meier. There are no service contracts in place for the Directors. The
Directors are not required to retire by rotation. Instead each director puts
himself or herself forward for re-election on an annual basis at the AGM. The
AGM also includes a resolution whereby shareholders are able to approve the
maximum cumulative remuneration for the Board.
Corporate Governance Compliance (continued)
Operation and composition of the Board (continued)
· Appointment and re-election (continued)
All the Directors are responsible for reviewing the size, structure and skills
of the Board and considering whether any changes are required or new
appointments are necessary to meet the requirements of the Company's business
and to maintain a balanced Board. The Board will seek the assistance of
recruitment specialists to identify suitable candidates for the Board to
consider.
Charles Hansard has served as a Director for 14 years. The Board believes that
Mr Hansard continues to demonstrate independence from the Manager and to make
a valuable contribution to the Company. Mr Myles stepped down at the end of
the year and Patrick Meier was appointed as an independent non-executive
director with effect from 25 June 2024. The Board sought assistance from OSA,
Guernsey to assist with identifying a diverse list of suitable candidates as
part of the selection process. The Board has a succession plan under which its
membership will be refreshed over time. Specialists will be engaged as the
Board consider necessary to assist with future appointments.
· Information
The Board receives full details of the Company's performance, assets,
liabilities and other relevant information in advance of Board meetings,
including information on regulatory and accounting developments.
· Performance appraisal
The performance of the Board and the Audit Committee is evaluated each year
through a formal and annual rigorous assessment process led by the Chairman
and facilitated by the Company Secretary. The performance of the Chairman is
evaluated by the other Directors.
· Investment Manager assessment
The Investment Manager was appointed pursuant to an investment management
agreement with the Manager dated 31 March 2010 and which was amended and
restated, with the Company joining as a party, on 14 November 2014 (the
Investment Management Agreement. The Investment Management Agreement pursuant
to which the Company and the Manager have appointed the Investment Manager is
terminable by any party giving the other parties not less than 12 months'
written notice.
Amendments have been made to the Management Agreement and Investment
Management Agreements with the Manager and Investment Manager respectively,
such that, that proportion of the Management Fee associated with discretionary
fund management is now paid directly to the Investment Manager i.e. the
Manager now receives no income from its appointment as a discretionary fund
manager pursuant to the Management Agreement, and this is paid directly to the
Investment Manager. There is no impact whatsoever on the overall Management
Fee paid by the Company. The amendments are effective from 1 July 2024.
The Investment Manager prepares regular reports to the Board to allow it to
review and assess the Company's activities and performance on an ongoing
basis. The Board and the Investment Manager have agreed clearly defined
investment criteria, exposure limits and specified levels of authority. The
Board completes a formal assessment of the Investment Manager on an annual
basis. The assessment covers such matters as the performance of the Company
relative to its peers and sector, the management of investor relations and the
reasonableness of fee arrangements. Based on its assessment it is the opinion
of the Board that the continuation of the appointment of the Investment
Manager is in the best interests of shareholders of the Company.
· Board meetings
The Board generally meets at least four times a year, at which time the
Directors review the management and performance of the Company's assets and
all other significant matters so as to ensure that the Directors maintain
overall control and supervision of the Company's affairs. The Board is
responsible for the appointment and monitoring of all service providers to the
Company. Between these quarterly meetings there is regular contact with the
Investment Manager and Company Secretary. The Directors are kept fully
informed of investment and financial controls and other matters which are
relevant to the business of the Company and which should be brought to the
attention of the Directors. The Directors also have direct access to the
Company Secretary (through its appointed representatives who are responsible
for ensuring that Board procedures are followed and that applicable rules and
regulations are complied with) and, where necessary in the furtherance of
their duties, to independent professional advice at the expense of the
Company.
Corporate Governance Compliance (continued)
Operation and composition of the Board (continued)
· Board Meetings (continued)
Attendance at the quarterly Board and Audit Committee meetings during the year
was as follows:
Board Meetings Audit Committee
Meetings
Held Attended Held Attended
Fiona Perrott-Humphrey 4 4 4 4
Charles Hansard 4 4 n/a n/a
John Falla 4 4 4 4
Patrick Meier** 3 3 3 3
Howard Myles* 4 4 4 4
*Howard Myles stepped down from the Board on 31 December 2024.
**Patrick Meier was appointed as an independent non-executive director
effective 25 June 2024 and therefore eligible to attend only three meetings.
In addition to the quarterly meetings, adhoc Board and committee meetings are
convened as required. All Directors contribute to a significant exchange of
views with the Investment Manager on specific matters, in particular in
relation to developments in the portfolio.
· Relations with Shareholders
The Board believes that the maintenance of good relations with shareholders is
vital for the long-term prospects of the Company. The Company's stockbrokers,
Shore Capital, and the Investment Manager are responsible for managing
relationships with shareholders and each provides the Board with feedback on a
regular basis that includes a shareholder contact report and any concerns the
shareholder has raised. The Chairman and the Board are also available to meet
with shareholders at the Company's Annual General Meeting or otherwise.
· Engagement with Key Stakeholders
The Board considers its key stakeholders, along with its shareholders, to be
the Company's Investment Manager, Administrator, Company Secretary,
Stockbroker and Investee Companies. Engagement with each Stakeholder is
formalised by quarterly reporting at the Board meetings but outside of the
formal meetings, is continuous as required by the operations of the Company.
The Board is very aware of the importance to the success of the Company of
these key stakeholders and encourages open and frequent dialogue to facilitate
improvements to the way that the Company functions. The engagement with
stakeholders is covered in more detail in the Strategic Report on pages 16 to
17.
· Principal and Emerging Risks
The Board has delegated responsibility for the assessment of its key risks to
the Audit Committee. The Audit Committee has documented the key risks and
controls in a detailed risk matrix and meets on a quarterly basis to update it
and to assesses the adequacy and completeness of the controls. As the Audit
Committee identifies changes that affect the risk profile of the Company it
will recommend to the Board any actions required to effectively manage risk.
More details on the Principal and Emerging Risks are presented in the
Strategic Report.
· Diversity
The Board has no formal policy on diversity but is cognizant of the importance of diversity and the need to maintain a Board with a spectrum of backgrounds and skills appropriate for the specifics of the Company which helps create an environment for successful and effective decision-making. The Board now consists of four directors, and is led by the Chair, Fiona Perrott-Humphrey of British Nationality. The remaining directors are men of British Nationality. Due to the small size of the Board, specific targets on diversity are currently not met and the plans to address these targets for diversity metrics are currently under regular review and will be taken into account when appointing further board members in the future. Recruitment agencies who assist with identifying candidates for Board appointments are also instructed to do so with diversity in mind.
Corporate Governance Compliance (continued)
Committees
The Audit Committee is the sole committee of the Board. Terms of Reference for the Audit Committee are available on the Company's webpage
www.bakersteelcap.com/baker-steel-resources-trust/ (http://www.bakersteelcap.com/baker-steel-resources-trust/)
.
· Audit Committee
The Board has established an Audit Committee. The Audit Committee meets at
least four times a year and is responsible for ensuring that the financial
performance of the Company is properly reported on and monitored and provides
a forum through which the Company's external auditor may report to the Board.
The Audit Committee operates within established Terms of Reference. The
Directors consider there is no need for an internal audit function because the
Company operates through regulated service providers and the Directors receive
control reports on its key service providers.
John Falla is the Chairman of the Audit Committee with Fiona Perrott-Humphrey
and Patrick Meier as the other members. As Chairman of the Board, Fiona
Perrott-Humphrey will not Chair the Audit Committee but is considered
independent and therefore sits as a committee member.
· Nomination, Remuneration and Management Engagement Committees
Given the size and nature of the Company and the fact that all the Directors
are independent and non-executive it is not deemed necessary to form separate
Nomination, Remuneration, and Management Engagement Committees. The Board
itself considers new Board appointments, remuneration and the engagement of
service providers.
Internal Controls
The Board has delegated to service providers the day to day responsibilities
for the management of the Company's investment portfolio, the provision of
depositary services and administration, registrar and corporate secretarial
functions including the independent calculation of the Company's NAV and the
production of the Annual Report and Financial Statements which are
independently audited.
Formal contractual agreements have been put in place between the Company and
providers of these services.
Even though the Board has delegated responsibility for these functions, it
retains accountability for them and is responsible for the systems of internal
control. However, it has delegated the regular review and oversight of the
systems of internal control to the Audit Committee which reports back to the
Board following each Audit Committee meeting. At each quarterly Board meeting,
compliance reports are provided by the Administrator and Investment Manager.
The Company's risk matrix continues to be the core element of the Company's
risk management process in establishing the Company's system of internal
financial and reporting control. The risk matrix is prepared and maintained by
the Investment Manager and reviewed regularly by the Audit Committee which
initially identifies the risks facing the Company and then collectively
assesses the likelihood of each risk, the impact of those risks and the
strength of the controls mitigating each risk. The system of internal
financial and operating control is designed to manage rather than to eliminate
the risk of failure to achieve business objectives and by its nature can only
provide reasonable and not absolute assurance against misstatement and loss.
These controls aim to ensure that assets of the Company are safeguarded,
proper accounting records are maintained and the financial information for
publication is reliable. The Audit Committee confirms to the Board that there
is an ongoing process for identifying, evaluating and managing the significant
risks faced by the Company.
This process has been in place for the year under review and up to the date of
approval of this Annual Report and Audited Financial Statements and is
reviewed by the Board by way of reporting from the Audit Committee.
The Board therefore believes that the Company has adequate and effective
systems in place to identify, mitigate and manage the risks to which it is
exposed.
Director's Remuneration Policy
All Directors are non-executive and in view of the relatively small size of
the Board a Remuneration Committee has not been established. The Board as a
whole considers matters relating to the Directors' remuneration. No advice or
services were provided by any external person in respect of its consideration
of the Directors' remuneration.
Corporate Governance Compliance (continued)
Director's Remuneration Policy (continued)
The Company's policy is that the fees payable to the Directors should reflect
the time spent by the Directors on the Company's affairs and the
responsibilities borne by the Directors and be sufficient to attract, retain
and motivate directors who have the experience and qualities required to run
the Company successfully. The Chairs of the Board and the Audit Committee are
paid a higher fee in recognition of their additional responsibilities. The fee
levels are reviewed annually. Effective 1 October 2022 the Board, recognising
the Board remuneration was below market rates having not changed since the
Company's flotation in 2010, resolved to increase their remuneration to
£32,500 per annum for each Director. The Chairman receives a supplement of
£10,000 per annum and the Chairman of the Audit Committee a supplement of
£5,000 per annum.
There are no long-term incentive schemes provided by the Company and no
performance fees are paid to Directors. No Director has a service contract
with the Company but each of the Directors is appointed by a letter of
appointment which sets out the main terms of their appointment. Directors hold
office until they retire or cease to be a director in accordance with the
Articles of Incorporation or by operation of law.
The Directors recognise the benefits of diversity in terms of gender and
ethnicity and will take these into account when considering future
appointments to the Board. However, their principal criteria will remain the
skills and experience of new directors and the Board will select the
candidates whom it believes will add most value.
The Directors are remunerated for their services at such rate as the Directors
determine provided that the aggregate amount of such fees may not exceed
£200,000 per annum (or such sum as the Company in general meeting shall from
time to time determine).
For the year ended 31 December 2024, the total remuneration of the Directors
was £162,229 (2023: £145,000).
Directors are remunerated in the form of fees, payable quarterly in arrears,
to the Director personally. The fees paid to each Director in respect of the
years ended 31 December 2024 and 31 December 2023 are shown below.
2024 2023
£ £
Fiona Perrott-Humphrey* 32,500 32,500
Howard Myles* 42,500 42,500
Charles Hansard 32,500 26,875
John Falla 37,500 37,500
Patrick Meier** 17,229 -
*Howard Myles stepped down from the Board on 31 December 2024 after 14 years
as Chairman. Fiona Perrott-Humphrey was appointed as Chair of the Company with
effect from 31 December 2024.
** Patrick Meier was appointed as an independent non-executive director with
effect from 25 June 2024.
Independent Auditors
The independent auditor, BDO Limited, has indicated their willingness to
continue in office and a resolution for their re-appointment will be proposed
at the Annual General Meeting.
Subsequent Events
Please refer to Note 13 of the financial statements on page 59.
Signed on behalf of the Board of Directors by:
Fiona Perrott-Humphrey
25 April 2025
Report of the Audit CommitteE
For the year ended 31 December 2024
The function of the Audit Committee as described in its Terms of Reference is
to ensure that the Company maintains high standards of integrity in its
financial reporting and internal controls. John Falla is the Chairman of the
Audit Committee. Fiona Perrott-Humphrey and Patrick Meier are the other
members of the Audit Committee. The Chair of the Board, will not Chair the
Audit Committee but is considered independent and therefore sits as a
committee member.
The Audit Committee is appointed by the Board and all members are considered
to be independent both of the Investment Manager and the external auditor. The
Audit Committee typically meets four times a year, aligned to Board meeting
dates, to discuss the Interim and Annual Report and Audited Financial
Statements, the audit plan and engagement letter, and the Company's risks and
controls, via discussion of its risk matrix. The Board is satisfied that the
Audit Committee is properly constituted with members having recent and
relevant financial experience, including one member who is a Chartered
Accountant.
The Board, advised by the Audit Committee considers the nature and extent of
the Company's risk management framework and the risk profile that is
acceptable in order to achieve the Company's strategic objectives. As a
result, it is considered that the Board has fulfilled its obligations under
the AIC Code and the UK Code.
The Audit Committee continues to be responsible for reviewing the adequacy and
effectiveness of the Company's on-going risk management systems and processes.
The Company's system of internal controls, along with its design and operating
effectiveness, is subject to review by the Audit Committee through reports
received from all key service providers.
In the event of any deficiencies or breaches being reported, the Board would
consider the actions required to remedy and prevent significant failings or
weaknesses. During the year ended 31 December 2024, no significant weaknesses
or failings were identified.
Fraud, Bribery and Corruption
The Audit Committee continues to monitor the fraud, bribery and corruption
policies of the Company. The Board receives a confirmation from all service
providers that they are not aware of any instances of fraud or bribery.
The Audit Committee considers the adequacy and security of the arrangements
for the employees of its service providers to raise concerns, in confidence,
about possible wrongdoing in financial reporting or other matters. The Audit
Committee is satisfied it has the ability and resources to investigate any
matters that are brought to its attention and to follow up on any conclusion
reached by such investigation.
Primary Areas of Judgement
As part of its review of the Company's financial statements, the Audit
Committee takes account of the most significant issues and risks, both
operational and financial, likely to impact on the financial statements and
the mitigating controls to address these risks. The Audit Committee has
determined that the key risk of misstatement is the valuation of investments
for which there is no readily observable market price. Such investments are
recorded at fair value which is the price that would be expected to be
received to sell an asset in an orderly transaction between market
participants at the measurement date. Significant judgements are required in
respect of the valuation of the Company's investments for which there is no
observable market price. Further information on the Company's methodologies is
provided in Note 3 to the financial statements.
The risk is mitigated through the review by the Audit Committee and Board of
detailed reports prepared by the Investment Manager on portfolio valuation
including valuation methodology, the underlying assumptions and the valuation
process.
The Investment Manager also provides information to the Audit Committee and
Board on relevant market indices, recent transactions in similar assets and
other relevant information to allow an assessment of appropriate carrying
value having regard to the relevant factors.
The ultimate responsibility for ensuring that investments are carried at fair
value lies with the Board.
Report of the Audit CommitteE (continued)
For the year ended 31 December 2024
Through its meetings during the year ended 31 December 2024 and its review of
the Company's Annual Report and Audited Financial Statements, the Audit
Committee considered the principal risks and uncertainties described on pages
14-15 which were its primary area of focus as well as the following
significant risks.
Significant Risks Considered How addressed
The accuracy of the Company's Annual Report and Financial Statements Review of the Annual Report and Audited Financial Statements, discussions with
the external auditor and meetings with the auditor to understand the audit
approach and findings having regard to the level of materiality agreed with
it.
Adequacy of the Company's accounting and internal controls systems Consideration of the Company's risk matrix, taking account of the relevant
risks, the potential impact to the Company and the mitigating controls in
place. The Committee also reviews control and compliance reports in this
respect and receives explanations of any breaches and how any control
weaknesses have been addressed.
Valuation of the Company's investments, in particular the valuation of Reports received from and discussed in depth with the Investment Manager
unquoted investments providing support for the investment valuations. The Investment Manager
reporting is then challenged and reconciled to the independent auditor's
review of the investment valuations.
The effectiveness and independence of the external audit process The Audit Committee has regular dialogue with the external auditor both before
and during the audit process. The auditor presents to the Audit Committee at
both the planning and audit review stage, and confirms its independence at
each stage. The Audit Committee receives feedback from the Investment Manager
on the audit process and any concerns or challenges faced.
Emerging risks The Audit Committee discusses the Company's risk matrix each time it meets.
Through these discussions emerging risks such as the discontinuation vote,
which took place at the AGM on 12 September 2024 were considered. The matrix
also documents long term implications for the sector from secular trends such
as climate change.
The Audit Committee also provides a forum through which the Company's external
auditor reports to the Board. The Board, advised by the Audit Committee,
approves all non-audit work carried out by the auditor in advance and the fees
paid to the auditor in this respect.
External Audit
The Company's external auditor is BDO Limited ("BDO").
The fees due to the auditor during the year were as follows:
2024 2023
£ £
Audit fees Audit Fees 79,500 75,000
Non-audit fees Agreed Upon Procedures relating to the review of the Company's half year 10,975 10,500
report
Total Fees 90,475 85,500
Report of the Audit CommitteE (continued)
For the year ended 31 December 2024
External Audit (continued)
The external auditor provides an audit planning report in advance of the
annual audit. The Audit Committee has the opportunity to question and
challenge the auditor in respect of their work. Based on levels of interaction
with the auditor, and the assessment of auditor reporting, the audit planning,
adherence to audit standards, competence of the audit team and feedback from
the Investment Manager, the Audit Committee and the Board are satisfied that
the reappointment of the external auditor should be proposed at the Annual
General Meeting of the Company.
The Audit Committee has reviewed the effectiveness of the auditor including:
· Independence: The auditor discusses with the Audit Committee, at
least annually, the steps it takes to ensure independence and confirms the
same to the Audit Committee. The audit fees paid to BDO are presented on Page
28 of the Annual Report. The only non-audit fees paid to BDO are in relation
to the Agreed Upon Procedures work completed on the Interim Report and
Accounts. The audit director will rotate after 5 years; this is the fifth year
of the current audit director.
· Quality of Audit Work: The Audit Committee assess the completion
of the audit versus the plan and will seek feedback from the Investment
Manager and the Administrator on any issues experienced through the Audit. The
Chairman of the Audit Committee will separately engage with the audit director
to discuss progress and issues with the audit.
Internal Audit
The Audit Committee believes that the Company does not require an internal
audit function because it delegates its day-to-day functions to market leading
regulated third party service providers, although the Audit Committee oversees
these operations and receives regular control reports in this respect.
Risk Management and Internal Controls
The Board is responsible for the Company's system of internal controls and
risk management. The Audit Committee has been delegated the responsibility for
reviewing the ongoing effectiveness of the Company's internal controls and it
discharges its duties in this area by assessing the nature and extent of the
significant risks the Company is willing to accept in achieving the Company's
objectives, and ensuring that effective systems of risk identification,
assessment and mitigation have been implemented. The Strategic Report on pages
11 to 17 outlines the principal risks and uncertainties affecting the Company
and the section on Internal Controls in the Directors Report on pages 19 to 26
gives details of the work performed by the Audit Committee in this area.
By their nature, the control mechanisms can only provide reasonable rather
than absolute assurance against misstatement or loss. The Audit Committee
seeks continual improvement in the Company's internal control mechanisms. The
Audit Committee is not aware of any significant failings or weaknesses in the
Company's internal controls in the year under review nor up to the date of
this report.
Financial Reporting
The primary role of the Audit Committee in relation to financial reporting is
to review the Annual Report and Financial Statements and the Half Year Report
with the Administrator and the Investment Manager and assess their
appropriateness. It focuses in this respect, amongst other matters, on:
· the clarity of the disclosures in the financial reporting and
compliance with statutory, regulatory and other financial reporting
requirements;
· the quality and acceptability of accounting policies and
practices;
· material areas where significant judgements and estimates have
been applied or where there has been discussion with the auditor; and
· taken as a whole, whether the financial statements are fair,
balanced and understandable and provide shareholders with the necessary
information to assess the Company's position and performance, business and
strategy, reporting to the Board in this respect.
Going Concern and Viability
The Audit Committee has made an assessment of the Company's ability to
continue as a going concern and of its viability, see pages 16 and 21, and has
advised the Board accordingly.
John Falla
Audit Committee Chairman
25 April 2025
Opinion on the financial statements
In our opinion, the financial statements of Baker Steel Resources Trust
Limited ("the Company"):
· give a true and fair view of the state of the Company's affairs
as at 31 December 2024 and of its profit for the year then ended;
· have been properly prepared in accordance with International
Financial Reporting Standards as endorsed by the European Union; and
· have been prepared in accordance with the requirements of the
Companies (Guernsey) Law, 2008.
We have audited the financial statements of the Company for the year ended 31
December 2024 which comprise the Statement of Financial Position, the
Statement of Comprehensive Income, the Statement of Changes in Equity, the
Statement of Cash Flows and notes to the financial statements, including a
summary of the material accounting policy information.
The financial reporting framework that has been applied in their preparation
is applicable law and International Financial Reporting Standards as endorsed
by the European Union ("IFRS").
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) ("ISAs (UK)") and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion. Our audit opinion is consistent with the additional
report to the audit committee.
Independence
We remain independent of the Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the
UK, including the FRC's Ethical Standard as applied to listed entities, and we
have fulfilled our other ethical responsibilities in accordance with these
requirements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the Directors'
assessment of the Company's ability to continue to adopt the going concern
basis of accounting included:
· Obtaining the paper prepared by those charged with governance and
management in respect of going concern and discussing this with both the
Directors and management;
· Challenging the Directors' cash flow forecasts for the twelve
months from the authorisation of these financial statements by stress testing
future income and expenditure, the ability to realise the Company's assets and
the impact on the going concern assessment;
· Challenging the key inputs into the cash flow forecasts by
comparing these with historic results of the Company and whether they were
consistent with our understanding of the Company; and
· Reviewing the minutes of the Board meetings, the RNS
announcements and the compliance reports for any indicators of concerns in
respect of going concern.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Company's ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
In relation to the Company's reporting on how it has applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to in
relation to the Directors' statement in the financial statements about whether
the Directors considered it appropriate to adopt the going concern basis of
accounting.
Our responsibilities and the responsibilities of the Directors with respect to
going concern are described in the relevant sections of this report.
Overview
2024 2023
Valuation of unlisted investments Yes Yes
Key audit matters
Financial statements as a whole
Materiality
£1.50m (2023:£1.44m) based on 1.75% (2023: 1.75%) of total assets.
Materiality
Financial statements as a whole
£1.50m (2023:£1.44m) based on 1.75% (2023: 1.75%) of total assets.
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and its
environment, including the Company's system of internal control, and assessing
the risks of material misstatement in the financial statements. We also
addressed the risk of management override of internal controls, including
assessing whether there was evidence of bias by the Directors that may have
represented a risk of material misstatement.
We tailored the scope of our audit taking into account the nature of the
Company's investment portfolio, involvement of the Investment Manager and the
Company's Administrators, the accounting and reporting environment and the
industry in which the Company operates.
This assessment took into account the likelihood, nature and potential
magnitude of any misstatement. As part of this risk assessment, we considered
the Company's interaction with the Investment Manager and the Company's
Administrators. We considered the control environment in place at the
Investment Manager and the Company Administrators to the extent that it was
relevant to our audit. Following this assessment, we applied professional
judgement to determine the extent of testing required over each balance in the
financial statements.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit, and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key audit matter How the scope of our audit addressed the key audit matter
Valuation of unlisted investments Refer to the accounting policy information set out in Note 2 and also Note 3 Our procedures included the following:
to the Financial Statements.
For all unlisted investments:
The valuations are subjective, with a high level of judgment and estimation
linked to the determination of fair value, with limited third-party pricing
information available.
· We considered the processes, policies and methodologies used by
management for determining the fair value of unlisted investments held by the
Company;
As a result of the subjectivity, there is a risk of an inappropriate valuation
model being applied, together with the risk of inappropriate inputs to the
model being used, which could significantly impact the valuation output.
· Considered whether the Investment Manager's application of
valuation techniques were appropriate to the circumstances of the investment
and the accounting policies applied; and
· Agreed the valuation per the models to the financial statements.
In respect of the investments using a valuation model, we:
· Obtained and challenged, through discussion and corroboration to
external sources, the inputs and assumptions used in management's model based
on our understanding of the investment;
Key audit matter (continued) How the scope of our audit addressed the key audit matter (continued)
Valuation of unlisted investments The valuation of these investments is a key driver of the Company's net asset · Agreed the inputs, for example volatility, resource prices, and
value and total return. Accordingly, incorrect valuations of these investments tax rates, into the models to independent sources;
could have a significant impact on the net asset value of the Company and
therefore the return generated for shareholders.
· Evaluated whether all key terms of the underlying agreements had
been considered within the models;
We therefore consider this to be a key audit matter.
· Performed an independent sensitivity analysis of certain inputs
to identify and challenge, through discussion and corroboration to third party
sources, in more detail, those which have the largest impact on the valuation;
and
· Tested the mathematical accuracy of the models.
For investments valued on an index valuation, we recalculated, using
independently obtained information,
management's applied basket of indices for each investment.
For those investments which used recent Investment as a basis, we considered
if there were any material changes in
the market or changes in the performance of the investee company affecting the
fair value of the investment at year end.
Key observation:
Based on the procedures performed, we are satisfied that judgements applied in
valuing the unlisted investments are appropriate.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements. We consider materiality to be
the magnitude by which misstatements, including omissions, could influence the
economic decisions of reasonable users that are taken on the basis of the
financial statements.
In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the
financial statements as a whole and performance materiality as follows:
Company Financial statements
2024 2023
£m £m
Materiality 1.50m 1.44m
Basis for determining materiality
1.75% of total assets
Rationale for the benchmark applied Due to the Company being an investment fund with the objective of long-term
capital growth, with investment values being a key focus of users of the
financial statements.
Performance materiality 1.13m 1.08m
Basis for determining performance materiality 75% of materiality
This was determined using our professional judgement and considered the
complexity and our knowledge of the engagement, together with history of
minimal historical errors
and adjustments. There is also a willingness to rectify through adjustments
when needed.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual
audit differences in excess of £45,000 (2023: £43,000). We also agreed to
report differences below this threshold that, in our view, warranted reporting
on qualitative grounds.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the annual report, other than the
financial statements and our auditor's report thereon. Our opinion on the
financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The Listing Rules require us to review the Directors' statement in relation to
going concern, longer-term viability and that part of the Corporate Governance
Statement relating to the parent company's compliance with the provisions of
the UK Corporate Governance Statement specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each
of the following elements of the Corporate Governance Statement is materially
consistent with the financial statements or our knowledge obtained during the
audit.
Going concern and longer-term viability · The Directors' statement with regards the appropriateness of
adopting the going concern basis of accounting and any material uncertainties
identified set out on page 21; and
· The Directors' explanation as to its assessment of the Company's
prospects, the period this assessment covers and why this period is
appropriate set out on page 16.
Other Code provisions · Directors' statement on fair, balanced and understandable set out
on page 21;
· Board's confirmation that it has carried out a robust assessment
of the emerging and principal risks set out on page 14 to 15 and 24;
· The section of the annual report that describes the review of
effectiveness of risk management and internal control systems set out on page
29; and
· The section describing the work of the Audit Committee set out on
page 25 and pages 27 to 29.
Other Companies (Guernsey) Law, 2008 reporting
We have nothing to report in respect of the following matters where the
Companies (Guernsey) Law, 2008 requires us to report to you if, in our
opinion:
· proper accounting records have not been kept by the Company; or
· the financial statements are not in agreement with the accounting
records; or
· we have failed to obtain all the information and explanations
which, to the best of our knowledge and belief, are necessary for the purposes
of our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors' Responsibilities within
the Directors' Report, the Directors are responsible for the preparation of
the financial statements and for being satisfied that they give a true and
fair view, and for such internal control as the Directors determine is
necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for
assessing the Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the Directors either intend to liquidate the Company or
to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including
fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
· Our understanding of the Company and the industry in which it
operates;
· Discussion with management and those charged with governance; and
· Obtaining an understanding of the Company's policies and
procedures regarding compliance with laws and regulations.
We considered the significant laws and regulations to be the International
Financial Reporting Standard as adopted by the European Union and the
Companies (Guernsey) Law, 2008.
The Company is also subject to laws and regulations where the consequence of
non-compliance could have a material effect on the amount or disclosures in
the financial statements, for example through the imposition of fines or
litigation. We identified such laws and regulations to be The Protection of
Investors (Bailiwick of Guernsey) Law, 2020.
Our procedures in respect of the above included:
· Review of minutes of meetings of those charged with governance
for any instances of non-compliance with laws and regulations;
· Review of correspondence with the Guernsey Financial Services
Commission, internal compliance reports, complaint registers and breach
registers to identify and consider any instances of non-compliance with laws
and regulations;
· Review of financial statement disclosures and agreeing to
supporting documentation; and
· Review of legal expenditure accounts to understand the nature of
expenditure incurred.
Auditor's responsibilities for the audit of the financial statements (continued)
Fraud
We assessed the susceptibility of the financial statements to material
misstatement, including fraud. Our risk assessment procedures included:
· Enquiry with management and those charged with governance
regarding any known or suspected instances of fraud;
· Obtaining an understanding of the Company's policies and
procedures relating to:
o Detecting and responding to the risks of fraud; and
o Internal controls established to mitigate risks related to fraud.
· Review of minutes of meetings of those charged with governance
for any known or suspected instances of fraud;
· Discussion amongst the engagement team as to how and where fraud
might occur in the financial statements; and
· Performing analytical procedures to identify any unusual or
unexpected relationships that may indicate risks of material misstatement due
to fraud.
Based on our risk assessment, we considered the areas most susceptible to
fraud to be management override of controls and valuation of unquoted
investments.
Our procedures in respect of the above included those detail in key audit
matter above and also:-
· Considering whether there are any journal entries throughout the
year, which may not be covered by testing of material financial statements
class of transactions or balances; and
· A review of estimates and judgements applied by Management in the
financial statements to assess their appropriateness and the existence of any
systematic bias.
We also communicated relevant identified laws and regulations and potential
fraud risks to all engagement team members who were all deemed to have
appropriate competence and capabilities and remained alert to any indications
of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material
misstatement in the financial statements, recognising that the risk of not
detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery, misrepresentations or through collusion.
There are inherent limitations in the audit procedures performed and the
further removed non-compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less likely we are
to become aware of it.
A further description of our responsibilities is available on the Financial
Reporting Council's website at:
https://www.frc.org.uk/auditorsresponsibilities
(https://www.frc.org.uk/auditorsresponsibilities) . This description forms
part of our auditor's report.
The engagement director on the audit resulting in this independent auditor's
opinion is Justin Hallett.
Use of our report
This report is made solely to the Company's members, as a body, in accordance
with Section 262 of the Companies (Guernsey) Law, 2008. Our audit work has
been undertaken so that we might state to the Company's members those matters
we are required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members, as
a body, for our audit work, for this report, or for the opinions we have
formed.
For and on behalf of BDO Limited
Chartered Accountants and Recognised Auditor
Plaza House
2(nd) Floor, Admiral Park
St Peter Port
Guernsey
2024 2023
Notes £ £
Assets
Cash and cash equivalents 123,608 277,694
Interest and other receivable 338,156 220,604
Financial assets held at fair value through profit or loss 3 95,223,891 81,870,016
Total assets 95,685,655 82,368,314
Equity and Liabilities
Liabilities
Directors' fees and expenses payable 10 9,619 36,250
Management fees payable 7,10 89,312 57,735
Administration fees payable 6 51,250 37,083
Audit fees payable 59,100 75,000
Other payables - 2,667
Total liabilities 209,281 208,735
Equity
Management Ordinary Shares 9 9,167 9,167
Ordinary Shares 9 75,972,688 75,972,688
Revenue Reserves 7,791,310 8,235,802
Capital Reserves 11,703,209 (2,058,078)
Total equity 95,476,374 82,159,579
Total equity and liabilities 95,685,655 82,368,314
Net Asset Value per Ordinary Share (in Pence) 11 89.7 77.2
The financial statements on pages 36 to 59 were approved and authorised for
issue by the Board of Directors on 25 April 2025 and signed on its behalf by:
Fiona
Perrott-Humphrey
John Falla
Director
Director
Year ended 2024 Year ended 2024 Year ended 2024
Revenue Capital Total
Notes £ £ £
Income
Interest income 2(e) 849,161 - 849,161
Royalty income 2(f) 190,655 - 190,655
Dividend income 2(g) 200,531 - 200,531
Net gain on financial assets at fair value through profit or loss 3 - 13,769,797 13,769,797
Net foreign exchange loss - (8,510) (8,510)
Net income / (loss) 1,240,347 13,761,287 15,001,634
Expenses
Management fees 7,10 937,153 - 937,153
Directors' fees 10 162,229 - 162,229
Administration fees 6 205,950 - 205,950
Audit fees 86,065 - 86,065
Depositary fees 33,000 - 33,000
Custody fees 57,954 - 57,954
Broker fees 40,931 - 40,931
Legal fees 8,008 - 8,008
Other expenses 8 153,549 - 153,549
Total expenses 1,684,839 - 1,684,839
Net (loss) / gain for the year (444,492) 13,761,287 13,316,795
Net (loss) / gain for the year per Ordinary Share:
Basic and Diluted (in pence) 11 (0.42) 12.93 12.51
In the year ended 31 December 2024 there were no other gains or losses other
than those recognised above.
The Directors consider all results to derive from continuing activities.
The format of the Statement of Comprehensive Income follows the
recommendations of the AIC Statement of Recommended Practice and is provided
for information purposes.
Year ended 2023 Year ended 2023 Year ended 2023
Revenue Capital Total
Notes £ £ £
Income
Interest income 2(e) 599,973 - 599,973
Dividend income 2(g) 315,211 - 315,211
Net loss on financial assets at fair value through profit or loss 3 - (1,786,066) (1,786,066)
Net foreign exchange loss - (1,819) (1,819)
Net income 915,184 (1,787,885) (872,701)
Expenses
Management fees 7,10 795,890 - 795,890
Directors' fees 10 145,000 - 145,000
Administration fees 6 108,190 - 108,190
Other expenses 8 205,377 - 205,377
Depositary fees 31,679 - 31,679
Custody fees 52,765 - 52,765
Broker fees 36,667 - 36,667
Audit fees 75,000 - 75,000
Total expenses 1,450,568 - 1,450,568
Net loss for the year (535,384) (1,787,885) (2,323,269)
Net loss for the year per Ordinary Share:
Basic and Diluted (in pence) 11 (0.50) (1.68) (2.18)
In the year ended 31 December 2023 there were no other gains or losses other
than those recognised above.
The Directors consider all results to derive from continuing activities.
The format of the Statement of Comprehensive Income follows the
recommendations of the AIC Statement of Recommended Practice and is provided
for information purposes.
Management
Ordinary Ordinary Treasury Revenue reserves Capital Total
Shares Shares Shares reserves equity
£ £ £ £ £ £
Balance as at 1 January 2023 9,167 76,113,180 (140,492) 8,771,186 (270,193) 84,482,848
Net loss for the year - - - (535,384) (1,787,885) (2,323,269)
Balance as at 31 December 2023 9,167 76,113,180 (140,492) 8,235,802 (2,058,078) 82,159,579
Net (loss) / gain for the year - - - (444,492) 13,761,287 13,316,795
Balance as at 31 December 2024 9,167 76,113,180 (140,492) 7,791,310 11,703,209 95,476,374
Year ended 2024 Year ended 2023
Notes £ £
Cash flows from operating activities
Net income / (loss) for the year 13,316,795 (2,323,269)
Adjustments to reconcile net income / (loss) for the year to net cash used in
operating activities:
Interest income (849,161) (442,719)
Royalty income (190,655) -
Dividend income (200,531) (315,211)
Net (gain) / loss on financial assets at fair value through profit or loss (13,769,797) 1,786,066
Net foreign exchange loss 8,510 1,819
Net decrease / (increase) in other receivables 4,619 (14,275)
Net increase in payables 546 49,672
(1,679,674) (1,415,171)
Interest income received 840,590 467,641
Royalty income received 68,465 -
Dividend received 200,531 315,211
Net cash used in operating activities (570,088) (632,319)
Cash flows from investing activities*
Purchase of financial assets at fair value through profit or loss (4,845,176) (7,871,359)
Sale of financial assets at fair value through profit or loss 5,261,178 8,527,232
Net cash generated from investing activities 416,002 655,873
Net (decrease)/increase in cash and cash equivalents (154,086) 23,554
Cash and cash equivalents at the beginning of the year 277,694 254,140
Cash and cash equivalents at the end of the year 123,608 277,694
* As permitted under IFRS, purchases and sales of financial assets at fair
value through profit or loss are classified as investing activities due the
nature and intention to generate future income and cash flows from these
investments.
1. GENERAL INFORMATION
Baker Steel Resources Trust Limited (the "Company") is a closed-ended
investment company with limited liability incorporated and domiciled on 9
March 2010 in Guernsey under the Companies (Guernsey) Law, 2008 with
registration number 51576. The Company is a registered closed-ended investment
scheme pursuant to the Protection of Investors (Bailiwick of Guernsey) Law,
2020 and the Registered Collective Investment Scheme Rules and Guidance, 2021
issued by the Guernsey Financial Services Commission ("GFSC"). On 28 April
2010, the Ordinary Shares of the Company were admitted to the Official List of
the UK Listing Authority and to trading on the Main Market of the London Stock
Exchange under Equity shares category.
The Company's portfolio is managed by Baker Steel Capital Managers (Cayman)
Limited (the "Manager"). The Manager has appointed Baker Steel Capital
Managers LLP (the "Investment Manager") as the Investment Manager to carry out
certain duties. The Company's investment objective is to seek capital growth
over the long-term through a focused, global portfolio consisting principally
of the equities, or related instruments, of natural resources companies. The
Company invests predominantly in unlisted companies (i.e. those companies
which have not yet made an Initial Public Offering ("IPO")) and also in listed
securities (including special situations opportunities and less liquid
securities) with a view to exploiting value inherent in market inefficiencies
and pricing anomalies.
Baker Steel Capital Managers LLP was authorised to act as an Alternative
Investment Fund Manager ("AIFM") of Alternative Investment Funds ("AIFs") on
22 July 2014. On 14 November 2014, the Investment Manager signed an amended
Investment Management Agreement with the Company, to take into account AIFM
regulations. AIFMD focuses on regulating the AIFM rather than the AIFs
themselves, so the impact on the Company is limited.
2. MATERIAL ACCOUNTING POLICY INFORMATION
a) Basis of preparation
The financial statements have been prepared on a historical cost basis, except
for Financial Instruments at Fair Value Through Profit or Loss ("FVTPL"), in
accordance with International Financial Reporting Standards ("IFRS") as
adopted by the European Union. The financial statements have been prepared on
a going concern basis.
The Company's functional currency is the Great Britain pound Sterling ("£"),
being the currency in which its Ordinary Shares are issued and in which
returns are made to shareholders. The presentation currency is the same as the
functional currency. The financial statements have been rounded to the nearest
£. The Company invests in companies around the world whose shares are
denominated in various currencies.
Income encompasses both revenue and capital gains/losses. For a listed
investment company, it is best practice to distinguish revenue from capital.
Revenue includes items such as dividends, interest, fees and other equivalent
items. Capital is the return, positive or negative, from holding investments
other than that part of the return that is revenue. The format of the
Statement of Comprehensive Income follows the recommendations of the AIC
Statement of Recommended Practice.
Assets and liabilities are presented in order of liquidity. Their maturities
are disclosed in Note 4(b).
2. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
a) Basis of preparation (continued)
New standards, interpretations and amendments adopted from 1 January 2024
The following amendments are effective for the period beginning 1 January
2024:
- Supplier Finance Arrangements (Amendments to IAS 7 & IFRS 7);
- Lease Liability in a Sale and Leaseback (Amendments to IFRS 16);
- Classification of Liabilities as Current or Non-Current (Amendments to
IAS 1);and
- Non-current Liabilities with Covenants (Amendments to IAS 1).
These amendments to various IFRS Accounting Standards are mandatorily
effective for reporting periods beginning on or after 1 January 2024. These
amendments were adopted and have been applied consistently throughout the
year. The adoption of these did not have a material impact on the financial
statements.
New standards, amendments and interpretations which are not yet effective for
the current year
There are a number of new standards, amendments to standards and
interpretations that are effective for the annual period beginning on or after
1 January 2025 which were not adopted early and are not expected to have a
material impact on the Company's financial statements.
The following amendments are effective for the annual reporting period
beginning 1 January 2025:
- Lack of Exchangeability (Amendment to IAS 21 The Effects of Changes in
Foreign Exchange Rates);
b) Significant accounting judgements and estimates
The preparation of the Company's financial statements requires the Directors
to make judgements, estimates and assumptions that affect the reported amounts
recognised in the financial statements and disclosure of contingent
liabilities. However, uncertainty about these assumptions and estimates could
result in outcomes that could require a material adjustment to the carrying
amount of the asset or liability in future periods.
(i) Judgements
In the process of applying the Company's accounting policies, the Directors
have made the following judgements, which have had the most significant effect
on the amounts recognised in the financial statements:
Going Concern
The Directors, as advised by the Audit Committee, have made an assessment to
satisfy themselves that it is reasonable to assume that the Company is a going
concern and considered it appropriate to adopt the going concern basis of
accounting. The Directors have considered carefully the liquidity of the
Company's investments and the level of cash. As at 31 December 2024,
approximately 13.7% of the Company's assets were represented by cash and
unrestricted listed and quoted investments which are readily realisable. The
Board are satisfied that the Company has the resources to continue in business
for at least 12 months following the signing of these financial statements.
At the AGM in 2024, the vote to discontinue the Company was not passed and
therefore a vote with regard to continuation will not be proposed by the Board
until the AGM in 2027 as is required by the Company's Articles.
The Directors are not aware of any material uncertainties that may cast
significant doubt upon the Company's ability to continue as a going concern.
(ii) Estimates and assumptions
The key assumptions concerning the future and other key sources of uncertainty
at the reporting date, that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next
financial year, are discussed below. The Company based its assumptions and
estimates on parameters available when the financial statements were prepared.
However, existing circumstances and assumptions about future developments may
change due to market changes or circumstances arising beyond the control of
the Company. Such changes are reflected in the assumptions when they occur.
Please refer to Note 3 for further information.
2. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)
b) Significant accounting judgments and estimates (continued)
(ii) Estimates and assumptions (continued)
Fair value of financial instruments
When the fair values of financial assets and financial liabilities recorded in
the Statement of Financial Position cannot be derived from active markets,
their fair value is determined using a variety of valuation techniques that
include the use of valuation models. The inputs to these models are taken from
observable markets where possible, but where this is not feasible, estimation
is required in establishing fair values. The estimates include considerations
of liquidity and model inputs related to items such as credit risk,
correlation and volatility. Changes in assumptions about these factors could
affect the reported fair value of financial instruments in the Statement of
Financial Position and the level where the instruments are disclosed in the
fair value hierarchy. To assess the significance of a particular input to the
entire measurement, the Company performs sensitivity analysis or stress
testing techniques. Please refer to Note 3 for further information.
Investments in associates are carried at fair value as they are held as part
of the investment portfolio which is valued on a fair value basis.
c) Translation of foreign currencies
Foreign currency transactions during the year are translated into Sterling at
the rate of exchange ruling at the date of the transaction. Assets and
liabilities denominated in foreign currencies are translated into Sterling at
the rate of exchange ruling at the Statement of Financial Position date.
Exchange differences including those arising from adjustment to fair value of
financial instruments during the year, are included in the Statement of
Comprehensive Income. The foreign exchange movements relating to financial
assets form part of the fair value movement in the Statement of Comprehensive
Income.
d) Segment information
The chief operating decision maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been
identified as the Board of Directors as a whole. The key measure of
performance used by the Directors to assess the Company's performance and to
allocate resources is the Company's NAV, as calculated under IFRS, and
therefore no reconciliation is required between the measure of profit or loss
used by the Board and that contained in the Annual Report.
The Directors are of the opinion that the Company is engaged in a single
segment of business: investing in natural resources companies and therefore no
aggregation of segments.
e) Interest on investments
These comprise of interest accrued and interest received from convertible
loans where interest is payable throughout the life of the instrument which
are accounted for on an accruals basis and recognised in the Statement of
Comprehensive Income.
f) Royalty income
Royalty income is recognised on an accruals basis in accordance with the
substance of the relevant agreements. It is measured at the fair value of the
consideration received or receivable and is recognised in the Statement of
Comprehensive Income when the right to receive payment is established.
g) Dividend income
Dividend income is accrued on an ex-dividend basis and recognised in the
Statement of Comprehensive Income and is presented net of withholding tax. No
withholding taxes were suffered during the year (2023: £Nil).
3. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Year ended 2024 Year ended 2023
Investment Summary:
£ £
Opening book cost 80,839,379 75,709,282
Purchases at cost 9,455,694 7,871,359
Proceeds on sale of investments (9,871,696) (8,527,232)
Net realised (losses)/gains (193,386) 5,785,970
Closing cost 80,229,991 80,839,379
Net unrealised gains 14,993,900 1,030,637
Financial assets held at fair value through profit or loss 95,223,891 81,870,016
3. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (CONTINUED)
The following table analyses net losses on financial assets at fair value
through profit or loss for the years ended
31 December 2024 and 31 December 2023.
Year ended 2024 Year ended 2023
£ £
Financial assets at fair value through profit or loss
Realised (losses)/gains on:
- Listed equity shares (193,386) (1,338,513)
- Unlisted equity shares - 7,123,472
- Debt instruments - 1,011
- Warrants - -
(193,386) 5,785,970
Movement in unrealised gains/(losses) on:
- Listed equity shares 1,766,917 (5,927,825)
- Unlisted equity shares 15,999,171 (5,665,664)
- Royalties 3,627,062 2,028,559
- Debt instruments (7,469,052) 2,384,592
- Warrants 39,085 (391,698)
13,963,183 (7,572,036)
Net Income/(losses) on financial assets at fair value through profit or loss 13,769,797 (1,786,066)
The following table analyses investments by type and by level within the fair
valuation hierarchy at 31 December 2024.
Quoted prices in active markets Quoted market based observables Unobservable
inputs
Level 1 Level 2 Level 3 Total
£ £ £ £
Financial assets at fair value through profit or loss
Listed equity shares 12,564,823 68,136 - 12,632,959
Unlisted equity shares - - 51,120,696 51,120,696
Royalties - - 26,248,129 26,248,129
Warrants - - 88,779 88,779
Debt instruments - - 5,133,328 5,133,328
12,564,823 68,136 82,590,932 95,223,891
The following table analyses investments by type and by level within the fair
valuation hierarchy at 31 December 2023.
Quoted prices in active markets Quoted market based observables Unobservable
inputs
Level 1 Level 2 Level 3 Total
£ £ £ £
Financial assets at fair value through profit or loss
Listed equity shares 12,170,931 188,483 - 12,359,414
Unlisted equity shares - - 29,480,067 29,480,067
Royalties - - 22,621,067 22,621,067
Warrants - - 49,773 49,773
Debt instruments - - 17,359,695 17,359,695
12,170,931 188,483 69,510,602 81,870,016
3. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (CONTINUED)
The table below shows a reconciliation of beginning to ending fair value
balances for Level 3 investments and the amount of total gains or losses for
the year included in net gain on financial assets and liabilities at fair
value through profit or loss held at 31 December 2024.
Unlisted Debt
31 December 2024 Equities Royalties instruments Warrants Total
£ £ £ £ £
Opening balance 1 January 2024 29,480,068 22,621,067 17,359,694 49,694 69,510,523
Purchases of investments 1,030,941 - 117,067 - 1,148,008
Conversion 4,610,518 - (4,610,518) - -
Sales of investments - - (263,864) - (263,864)
Movement in net unrealised (losses)/gains 15,999,169 3,627,062 (7,469,052) 39,085 12,196,265
Realised gains - - - - -
Closing balance 31 December 2024 51,120,696 26,248,129 5,133,327 88,779 82,590,932
Unrealised gains/(losses) on investments still held at 31 December 2024 20,883,117 7,580,841 (3,401,429) 88,779 25,151,308
It is the Company's policy to recognise a change in hierarchy level when there
is a change in the status of the investment, for example when a listed company
delists or vice versa, or when shares previously subject to a restriction have
that restriction released. The transfers between levels are recorded either on
the value of the investment immediately after the event or the carrying value
of the investment at the beginning of the financial year.
The table below shows a reconciliation of beginning to ending fair value
balances for Level 3 investments and the amount of total gains or losses for
the year included in net gain on financial assets and liabilities at fair
value through profit or loss held at 31 December 2023.
Unlisted Debt
31 December 2023 Equities Royalties instruments Warrants Total
£ £ £ £ £
Opening balance 1 January 2023 41,514,956 14,808,689 11,364,120 441,471 68,129,236
Purchases of investments - 5,783,819 3,973,519 - 9,757,338
Sales of investments (13,492,696) - (363,548) - (13,856,244)
Transfer out of Level 3 - - - - -
Movement in net unrealised (losses)/gains (5,665,664) 2,028,559 2,384,592 (391,698) (1,644,211)
Realised losses 7,123,472 - 1,011 - 7,124,483
Closing balance 31 December 2023 29,480,068 22,621,067 17,359,694 49,773 69,510,602
Unrealised gains on investments still held at 31 December 2023 4,883,945 3,953,779 4,060,311 49,773 12,947,808
The following activities have taken place during the year ended 31 December
2024:
During the year ended 31 December 2024, Baker Steel Resources Trust Limited
converted its unsecured loan notes in Cemos Group Limited at the end of their
term. As of 31 December 2024, Cemos Group constituted 31.4% of the Company's
net asset value. The decision to convert was taken as the value of the shares
was considered to be significantly above the conversion price.
3. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (CONTINUED)
During the year ended 31 December 2024, the Company and the other three main
shareholders of Nussir ASA, together representing 70.8% of Nussir's issued
share capital, agreed to sell their shares in Nussir to Blue Moon, a company
listed on the TSX-V stock exchange. The transaction values Nussir at US$55.3
million. The two key conditions of the transaction, being the raising by Blue
Moon of at least C$30 million of new equity capital and acceptance of the
transaction by over 90% of Nussir shareholders, were both satisfied during
December 2024. Completion occurred on 27 February 2025 once approval was
granted by the TSX-V stock exchange. Consequently, the investment in Nussir
ASA is maintained as Level 3, based on the valuation inputs derived from Blue
Moon shares. The Company's Blue Moon shares are subject to certain phased
lock-up arrangements. Upon lifting of the suspension and the lock-ups, the
shares of Blue Moon will be classified as Level 1.
At 31 December 2024, the Company applied a 28.6% discount to the transaction's
ascribed value to account for the initial lock-up arrangements on the
Company's shares in Blue Moon and transaction risk. As a result the investment
is classified as Level 3. Overall, the value of the investment in Nussir
increased by 77% in Sterling terms during 2024.
The Company supported the transaction with a subscription in the Blue Moon
placing. As at 31 December 2024, Blue Moon was listed on TSX-V, but its shares
were suspended. Therefore, the investment in Blue Moon was classified as Level
3 in the fair value hierarchy.
During the year ended 31 December 2022, the Company's investment in First Tin
Plc was classified as Level 2 on the fair value hierarchy due to the shares
being locked up despite being listed on the London Stock Exchange (LSE). The
lock-up expired on 8 April 2023, and consequently, the shares were
reclassified to Level 1. As of 31 December 2024, the shares remain classified
as Level 1, as being freely tradable on the LSE.
In determining an investment's position within the fair value hierarchy, the
Directors take into consideration the following factors:
Investments whose values are based on quoted market prices in active markets
are classified within Level 1. These include listed equities with observable
market prices. The Directors do not adjust the quoted price for such
instruments, even in situations where the Company holds a large position, and
a sale could reasonably impact the quoted price. Other than Azarga Metals
Corporation which is listed on the TSX-V exchange, due to the size of the
Company's holding and the liquidity of shares and therefore categorised as
Level 2. The Company does not currently hold a sufficiently large position in
any listed company that it could impact the quoted price via a sale of its
investment.
As at 31 December 2024, the Investment Manager prepared the valuations and
considered whether there were any changes to performance or the circumstances
of the underlying investments which would affect the fair values. Methods,
assumptions, and data were consistently applied year on year except for
certain private equity investments where a change in assumption is deemed
appropriate to reflect the change in the market conditions or
investment-specific factors. The Investment Manager then made recommendations
to the Board of the fair values as at 31 December 2024.
Investments that trade in markets that are not considered to be active but are
valued based on quoted market prices, dealer quotations or alternative pricing
sources supported by observable inputs, are classified within Level 2. These
include certain less-liquid listed equities. Level 2 investments are valued
with reference to the listed price of the shares should they be freely
tradable after applying a discount for illiquidity if relevant. As Level 2
investments include positions that are not traded in active markets and/or are
subject to transfer restrictions, valuations may be adjusted to reflect
illiquidity and/or non-transferability, which are generally based on available
market information. The Company held two Level 2 investments at 31 December
2024 (31 December 2023: one).
Investments classified within Level 3 have significant unobservable inputs.
They include unlisted debt instruments, royalty rights, unlisted equity shares
and warrants. Level 3 investments are valued using valuation techniques
explained below. The inputs used by the Directors in estimating the value of
Level 3 investments include the original transaction price, recent
transactions in the same or similar instruments if representative in volume
and nature, completed or pending third-party transactions in the underlying
investment of comparable issuers, subsequent rounds of financing,
recapitalisations and other transactions across the capital structure,
offerings in the equity or debt capital markets, and changes in financial
ratios or cash flows. Level 3 investments may also be adjusted with a discount
to reflect illiquidity and/or non-transferability in the absence of market
information.
3. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (CONTINUED)
Valuation methodology of Level 3 investments
The primary valuation technique is of "Latest Recent Transaction" being either
recent external fund raises or transactions. In all cases the valuation
considers whether there has been any change since the transaction that would
indicate the price is no longer fair value. Where an unquoted investment has
been acquired or where there has been a material arm's length transaction
during the past six months it will be carried at transaction value, having
taken into account any change in market conditions and the performance of the
investee company between the transaction date and the valuation date. If it is
assessed that a recent transaction is not at an arm's length or there are
other indicators that it has not been executed at a price that is
representative of fair value then the transaction value will not be used as
the carrying value of the investment. Where there has been no Latest Recent
Transaction the primary valuation driver is IndexVal. For each core unlisted
investment, the Company maintains a weighted average basket of listed
companies which are comparable to the investment in terms of commodity, stage
of development and location ("IndexVal"). IndexVal is used as an indication of
how an investment's share price might have moved had it been listed. Movements
in commodity prices are deemed to have been taken into account by the movement
of IndexVal.
A secondary tool used by Management to evaluate potential investments as well
as to provide underlying valuation references for the Fair Value already
established is Development Risk Adjusted Value ("DRAV"). DRAVs are not a
primary determinant of Fair Value. The Investment Manager prepares discounted
cash flow models for the Company's core investments annually taking into
account significant new information, and for decision making purposes when
required. From these, DRAVs are derived. The computations are based on
consensus forecasts for long term commodity prices and investee company
management estimates of operating and capital costs. The Investment Manager
takes account of market, country and development risks in its discount
factors. Some market analysts incorporate development risk into the discount
rate in arriving at a Net Present Value ("NPV") rather than establishing an
NPV discounted purely for cost of capital and country risk and then applying a
further overall discount to the project economics dependent on where such
project sits on the development curve per the DRAV calculations.
The valuation techniques for Level 3 investments can be divided into seven
groups:
i. Transactions & Offers
Where there have been transactions within the past 6 months either through a
capital raising by the investee company or known secondary market
transactions, representative in volume and nature and conducted on an arm's
length basis, this is taken as the primary driver for valuing Level 3
investments, having taken into account of any change in market conditions and
the performance of the investee company between the transaction date and the
valuation date. This includes offers, binding or otherwise from third parties
around the year end which may not have completed prior to the year-end but
have a high chance of success and are considered to represent the situation at
year end.
ii. IndexVal
Where there have been no known transactions for 6 months, at the Company's
half year and year end, movements in IndexVal will generally be taken into
account in assessing Fair Value where there has been at least a 10% movement
in IndexVal over at least a six-month period. The IndexVal results are used as
an indication of trend and are viewed in the context of investee company
progress and any requirement for finance in the short term for further
progression.
iii. Royalty Valuation Model
The rights to receive royalties are valued on projected cashflows taking into
account expected time to production and development risk and adjusted for
movement in commodity prices.
iv. EBITDA Multiple
In the case of CEMOS Group plc, which moved to full production during 2020 and
so could reflect maintainable earnings, its main asset is a cement plant with
no defined life like a mining project and therefore has been valued on the
basis of a multiple of a blend of historical and forecast earnings before
interest, tax, depreciation and amortisation ("EBITDA") when compared to
listed comparable cement producers.
v. Market Comparison
In the case of Futura Resources Ltd which commenced production from its Wilton
mine in March 2024, it is valued with reference to comparable listed coal
producers both in terms of EBITDA multiple and NPV duly discounted for its
stage of development.
3. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (CONTINUED)
Valuation methodology of Level 3 investments (continued)
vi. Warrants
Warrants are valued using a simplified Black Scholes model taking into account
time to expiry, exercise price and volatility. Where there is no established
market for the underlying shares the average volatility of the companies in
that investment's basket of IndexVal comparables is utilised in the Black
Scholes model.
vii. Convertible loans
Convertible loans are valued taking into account the value of the conversion
option based on a binomial model along with the associated credit risk of the
instrument.
Quantitative information of significant unobservable inputs - Level 3
Description 2024 Valuation technique Unobservable input Range of unobservable input
£ (weighted average)
Unlisted Equity 8,756,268 Transactions Private transactions n/a
Unlisted Equity 42,364,428 EBITDA Multiple EBITDA Multiple 4x - 14x
Royalties 26,248,129 Royalty Valuation model Commodity price and discount rate risk 15% - 75%
Debt Instruments
Other Convertible Debentures/Loans 5,133,327 Valued at fair value with reference to credit risk Rate of Credit Risk 10% - 60%
Warrants 43,750 Discount factors to achieve milestones Discount 20% - 40%
Contingent Interest 45,029 Discounted External valuation Discount +/-75%
Description 2023 Valuation technique Unobservable input Range of unobservable input
£ (weighted average)
Unlisted Equity 3,773,733 Transactions Private transactions n/a
Unlisted Equity 3,206,973 IndexVal Change in index +38%/-53%
Unlisted Equity 22,499,362 EBITDA Multiple EBITDA Multiple 4x - 14x
Royalties 22,621,067 Royalty Valuation model Commodity price and discount rate risk 10% - 70%
Unlisted Equity - Other Exploration results, study results, financing n/a
Debt Instruments
Black Pearl Limited Partnership 343,388 Valued at mean estimated recovery Estimated recovery range +/-50%
Other Convertible Debentures/Loans 17,016,306 Valued at fair value with reference to credit risk Rate of Credit Risk 20%-40%
Warrants 1,736 Simplified Black Scholes Model Volatilities 50%
Contingent Interest 48,037 External valuation Discount +/-75%
3. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (CONTINUED)
Quantitative information of significant unobservable inputs - Level 3
(continued)
Information on third party transactions in unlisted equities is derived from
the Investment Manager's market contacts. The change in IndexVal for each
particular unlisted equity is derived from the weighted average movements of
the individual baskets for that equity so it is not possible to quantify the
range of such inputs.
Sensitivity analysis to significant changes in unobservable inputs within
Level 3 investments
The significant unobservable inputs used in the fair value measurement
categorised within Level 3 of the fair value hierarchy together with a
quantitative sensitivity analysis as at 31 December 2024 are as shown below:
Description Input Sensitivity used Effect on Fair Value (£)
Unlisted Equity Transactions & Expected Transactions +/-20% +/-1,751,254
Unlisted Equity EBITDA Multiple +/-20% +/- 8,472,886
Royalties Commodity Price +/-20% +/-5,249,626
Royalties Discount Rate +/-20% -3,047,666/+3,546,959
Debt Instruments
Others/Loans Risk discount rate +/-20% -998,527 /+586,938
Convertibles /Loans Volatility of Index Basket +/-40% +437,674/-439,332
Warrants +/-20% -18,163/+21,795
Risk of milestones being achieved
Contingent Interest Risk discount rate +/-20% -/+17,500
The significant unobservable inputs used in the fair value measurement
categorised within Level 3 of the fair value hierarchy together with a
quantitative sensitivity analysis as at 31 December 2023 are as shown below:
Description Input Sensitivity used Effect on Fair Value (£)
Unlisted Equity Transactions & Expected Transactions +/-20% +/-754,747
Unlisted Equity Change in IndexVal +38%/-53%* + 1,218,650/-1,699,695
Unlisted Equity EBITDA Multiple +/-20% +/-4,499,872
Royalties Commodity Price +/-20% +/-4,524,213
Royalties Discount Rate +/-20% -2,708,225/+3,299,807
Debt Instruments
Black Pearl Limited Partnership Probability weighting +/-50% +/-171,825
Others/Loans Risk discount rate +/-20% -1,890,967/+700,781
Convertibles /Loans Volatility of Index Basket +/-40% +549,500/-492,756
Volatility of Index Basket +/-40% +1,326/-79
Warrants
+/-20% +795/-662
Risk of milestones being achieved
Contingent Interest Risk discount rate +/-20% +/-19,215
* The sensitivity analysis refers to a percentage amount added or deducted
from the input and the effect this has on the fair value. The +38%/-53%
sensitivity was used as this was the range of movements of the constituents in
the IndexVal baskets for Nussir
4. RISK MANAGEMENT POLICIES AND DISCLOSURES
The Company's principal financial instruments comprise financial assets,
primarily unlisted equity investments and loans in natural resources
companies. The portfolio is concentrated on projects on the large liquid
commodity markets and diversified in terms of geography. These investments
reflect the core of the Company's investment strategy.
The Company manages its exposure to key financial risks primarily through
diversification of geography and commodity, and through technical and legal
due diligence. The objective of the policy is to support the delivery of the
Company's core investment objective whilst maintaining future financial
security. The main risks that could adversely affect the Company's financial
assets or future cash flows are market risk (comprising market price risk,
currency risk and interest rate risk), commodity price risk, liquidity risk,
concentration risk and credit risk.
The Company's financial liabilities principally comprise fees payable to
various parties and arise directly from its operations.
Risk exposures and responses
The Company's Board of Directors oversees the management of financial risks,
each of which is summarised below.
a) Market risk
Market risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market prices.
Market risk comprises three types of risk: market price risk, currency risk
and interest rate risk.
i. Market price risk
Market price risk is the risk that the fair value of future cash flows will
fluctuate because of changes in the market prices of the Company's investment
portfolio.
The sensitivity analysis on the previous pages illustrates the sensitivity of
the key inputs into the market valuation and the resulting impact of the fair
values. The level of change is considered to be reasonably possible. The
sensitivity analysis assumes all other variables are held constant.
ii. Currency risk
At 31 December 2024, the largest non-Sterling portion of the Company's
financial assets and liabilities was denominated in Australian Dollars. The
functional currency of the Company is Sterling. Currency risk is the risk that
the value of non-Sterling denominated financial instruments will fluctuate due
to changes in foreign exchange rates. The tables below show the currencies and
amounts the Company was exposed to at 31 December 2024 and 31 December 2023.
31 December 2024
Currency Amount in Conversion rate Value % of net assets
local currency (based on £) £
AUD 65,222,046 0.4946 32,260,585 33.79%
CAD 5,556,265 0.5449 3,027,714 3.17%
EUR 148,816 0.8267 123,028 0.13%
GBP 39,153,110 1.0000 39,153,110 41.01%
NOK 97,756,868 0.0702 6,862,532 7.19%
USD 17,581,536 0.7991 14,049,405 14.72%
95,476,374 100%
31 December 2023
Currency Amount in Conversion rate Value % of net assets
local currency (based on £) £
AUD 56,505,616 0.5351 30,234,045 36.80%
CAD 7,254,141 0.5930 4,302,065 5.24%
EUR 14,618,301 0.8670 12,673,336 15.42%
GBP 20,451,487 1.0000 20,446,487 24.89%
NOK 43,673,623 0.0772 3,370,685 4.10%
USD 14,173,268 0.7855 11,132,961 13.55%
82,159,579 100%
4. RISK MANAGEMENT POLICIES AND DISCLOSURES (CONTINUED)
a) Market risk (continued)
ii. Currency risk (continued)
Analysis has been completed to assess what movements in currency rates are
reasonably possible. This analysis has considered the variance between the
highest and lowest conversion rates in 2024 and 2023 for each of the
currencies in the table below. The table shows the potential movements in the
Company's net assets as a result of such foreign exchange movements.
2024 2023 2024 2023
Reasonably Reasonably
Currency possible possible Value Value
move move £ £
AUD 14% 13% 4,536,944 3,930,426
CAD 8% 7% 230,341 301,145
EUR 4% 4% 6,202 506,933
NOK 2% 12% 168,526 404,482
USD 5% 10% 540,943 1,113,296
5,482,956 6,256,282
The estimated movement is based on management's determination of a reasonably
possible change in foreign exchange rates. In practice, the actual results may
differ from the sensitivity analysis above and the difference could be
material.
iii. Interest rate risk
Although the Company's financial assets and liabilities expose it indirectly
to risks associated with the effects of fluctuations in the prevailing levels
of market interest rates on its financial position and fair value, it is
subject to little direct exposure to interest rate fluctuations as the
majority of the financial assets are equity investments or similar investments
which do not pay interest. For valuation purposes convertible loans all have
fixed interest rates and are treated more like quasi equity albeit with higher
ranking than equity. As such they are not directly exposed to interest rates
from a cash flow perspective. Any excess cash and cash equivalents are
invested at short-term market interest rates which expose the Company, to a
limited extent, to interest rate risk and corresponding gains/losses from a
change in the fair value of these financial instruments.
The table below summarises the Company's exposure to interest rate risk. It
includes the Company's assets and liabilities at fair values, categorised by
the earlier of contractual re-pricing or maturity dates.
At 31 December 2024 Less than More than Non-interest
6 months 6 months bearing Total
Assets £ £ £ £
Cash and cash equivalents 123,608 - - 123,608
Financial assets held at fair value through profit or loss* 350,851 2,175,736 92,697,304 95,223,891
Interest and other receivable* 312,420 - 25,736 338,156
Total Assets 786,879 2,175,736 92,723,040 95,685,655
Liabilities
Other liabilities - - 209,281 209,281
Total Liabilities - - 209,281 209,281
Interest rate sensitivity gap 786,879 2,175,736
*The interest rate risks on these items are considered as part of
overall price risk in valuing the convertibles.
4. RISK MANAGEMENT POLICIES AND DISCLOSURES (CONTINUED)
a) Market risk (continued)
iii. Interest rate risk (continued)
At 31 December 2023 Less than More than Non-interest
6 months 6 months bearing Total
Assets £ £ £ £
Cash and cash equivalents 277,694 - - 277,694
Financial assets held at fair value through profit or loss* 3,187,203 14,172,493 64,510,320 81,870,016
Other receivables - - 30,355 30,355
Interest receivable* 190,249 - - 190,249
Total Assets 3,655,146 14,172,493 64,540,675 82,368,314
Liabilities
Other liabilities - - 208,735 208,735
Total Liabilities - - 208,735 208,735
Interest rate sensitivity gap 3,655,146 14,172,493
*The interest rate risks on these items are considered as part of overall
price risk in valuing the convertibles.
Interest rate sensitivity
It is the opinion of the Directors that the Company is not materially exposed
to interest rate risk and accordingly no interest rate sensitivity calculation
has been provided in these financial statements.
b) Liquidity risk
Liquidity risk is defined as the risk that the Company may not be able to
settle or meet its obligations as they fall due. The Company invests in
unlisted equities for which there may not be an immediate market. The Company
seeks to mitigate this risk by maintaining cash and readily realisable listed
equity positions which will cover its ongoing operational expenses.
The Company has the ability to incur borrowings of up to 10% of its NAV but
the Company's policy is to restrict any such borrowings to temporary purposes
only, such as settlement mis-matches.
The table below analyses the Company's financial assets and liabilities into
relevant maturity groupings based on the remaining period at the Statement of
Financial Position date to the contractual maturity date. The amounts in the
table are the contractual cash flows.
At 31 December 2024 Less than More than No contractual
1 month 1-3 months 3-12 months 12 months maturity Total
Assets £ £ £ £ £ £
Cash and cash equivalents 123,608 - - - - 123,608
Financial assets held at fair value through profit - 350,851 2,064,720 111,016 92,697,304 95,223,891
or loss
Receivables 3,000 5,801 329,355 - - 338,156
Total Assets 126,608 356,652 2,394,075 111,016 92,697,304 95,685,655
Less than More than No contractual
1 month 1-3 months 3-12 months 12 months maturity Total
Liabilities £ £ £ £ £ £
Other payables 98,931 81,250 29,100 - - 209,281
and accrued expenses
Total Liabilities 98,931 81,250 29,100 - - 209,281
Net assets attributable to shareholders 95,476,374
4. RISK MANAGEMENT POLICIES AND DISCLOSURES (CONTINUED)
b) Liquidity risk (continued)
The table below analyses the Company's financial assets and liabilities into
relevant maturity groupings based on the remaining period at the Statement of
Financial Position date to the contractual maturity date. The amounts in the
table are the contractual cash flows.
At 31 December 2023 Less than More than No contractual
1 month 1-3 months 3-12 months 12 months maturity Total
Assets £ £ £ £ £ £
Cash and cash equivalents 277,694 - - - - 277,694
Financial assets held at fair value through profit - 3,235,240 12,616,713 7,483,043 58,535,020 81,870,016
or loss
Receivables 2,700 16,540 201,364 - - 220,604
Total Assets 280,394 3,251,780 12,818,077 7,483,043 58,535,020 82,368,314
Less than More than No contractual
1 month 1-3 months 3-12 months 12 months maturity Total
Liabilities £ £ £ £ £ £
Other payables 36,250 127,485 45,000 - - 208,735
and accrued expenses
Total Liabilities 36,250 127,485 45,000 - - 208,735
Net assets attributable to shareholders 82,159,579
The value of the cash and level 1 listed equity positions held by the Company
at the year-end was £12,926,120 (2023: £12,448,625) with the total
liabilities at the year-end at £209,281 (2023: £208,735).
c) Credit risk
Credit risk is the risk that a counterparty will be unable to pay amounts in
full as they fall due. The Company has exposure to credit risk in relation to
its cash balances, debt instruments, loan and loan notes as stated in the
Statement of Financial Position.
The Company seeks to mitigate this risk by lending to companies with projects
which have significant value over and above the value of the debt in such
company so that there is a significant equity "buffer". The maximum credit
risk on debt and royalty instruments for the Company is £31,470,236 (2023:
£40,030,535).
The Company's financial assets are exposed to credit risk, which amounted to
the following at the Statement of Financial Position date:
2024 2023
£ £
Assets
Cash and cash equivalents 123,608 277,694
Interest and other receivable 338,156 220,604
Financial assets held at fair value through profit or loss 31,470,236 40,030,535
Total assets 31,932,000 40,528,833
4. RISK MANAGEMENT POLICIES AND DISCLOSURES (CONTINUED)
c) Credit risk (continued)
As at 31 December 2024, the Company's non-equity financial assets exposed to
credit risk were held with the following ratings:
Financial Assets Counterparty **Credit 2024
Rating % of net assets
-Loan Note Tungsten West NR* 2.16
-Convertible Loan Note Futura Resources Limited NR* 2.85
-Loan Note PRISM Diversified Limited Loan Note 1 NR* 0.09
-Loan Note PRISM Diversified Limited Loan Note 2 NR* 0.28
Cash and cash equivalents HSBC Bank plc A+ 0.13
Total 5.51
As at 31 December 2023, the Company's non-equity financial assets exposed to
credit risk were held with the following ratings:
Financial Assets Counterparty **Credit 2023
Rating % of net assets
-Loan Note Bilboes Gold Limited NR* 1.28
-Convertible Loan Note Black Pearl Limited Partnership NR* 0.42
-Convertible Loan Note Futura Resources Limited NR* 3.42
-Loan Note CEMOS Group Plc NR* 15.36
-Loan Note PRISM Diversified Limited Loan Note 1 NR* 0.11
-Loan Note PRISM Diversified Limited Loan Note 2 NR* 0.35
-Loan Note Nussir ASA NR* 0.20
Cash and cash equivalents HSBC Bank plc A+ 0.34
Total 21.48
* No rating available
**As per S&P
d) Concentration risk
The Company's investment policy is to invest in natural resources companies,
both listed and unlisted, that the Investment Manager considers to be
undervalued and that have strong fundamentals and attractive growth prospects
which means that the Company has significant concentration risk relating to
natural resources companies.
Concentration risks include, but are not limited to natural resources asset
category (such as gold) and geography. The Company may at certain times hold
relatively few investments. The Company could be subject to significant losses
if it holds a large position in a particular investment that declines in value
or is otherwise adversely affected, including by the default of the issuer.
Such risks potentially could have a material adverse effect on the Company's
financial position, results of operations, business prospects and returns to
investors. The Company's investments are geographically diverse reducing this
aspect of concentration risk. In terms of commodity, the portfolio is likewise
diversified in the large liquid markets of silver, gold, iron ore, coal and
copper to mitigate this aspect of concentration risk.
As at reporting date, two largest investments now comprise some 65% of the
Company's net assets are CEMOS and Futura. The Board has reasonable
expectation of some significant dividends and royalty payments in the coming
years which will support both distributions to our shareholders as well as
enabling the Company to diversify its portfolio when attractive opportunities
arise.
5. TAXATION
The Company is a Guernsey Exempt Company and is therefore not subject to
taxation in Guernsey on its income under the Income Tax (Exempt Bodies)
(Guernsey) Ordinance, 1989. An annual exemption fee of £1,600 (2023: £1,600)
has been paid. The Company may, however, be exposed to taxes in certain other
territories in which it invests such as withholding taxes on interest payments
and dividends and on realisations of investments.
6. ADMINISTRATION FEES
The Board appointed Aztec Financial Services (Guernsey) Limited ("Aztec
Group") as the Administrator of the Company on 1 December 2023 and Liberum
Wealth Limited ("Liberum Wealth") to provide custody and depositary services
on 1 November 2023.
Aztec Group is entitled to a fixed fee of £205,000 for the provision of
accounting, administration and company secretarial services and Liberum Wealth
is entitled to custody fees which are calculated on a daily basis on the last
published or available price of assets held in custody and are charged
quarterly in arears. A minimum charge of £2,500 per quarter for each account
applies. An introductory discounted custody fee of 0.065% applies during the
first year of the account. Liberum Wealth is also entitled to depositary fees
which are payable quarterly in advance and are subject to a time cap of 35
hours per quarter. Additional time spent is chargeable at their usual hourly
rates. An introductory discount of 10% applies to their depository fee during
the first year.
The previous Administrator, HSBC Securities Services (Guernsey) Limited
("HSBC"), was paid for acting as administrator of the Company at the rate of 7
basis points of gross asset value up to US$250 million; the rate reduced to 5
basis points of gross asset value above US$250 million. HSBC was also
reimbursed by the Company for reasonable out-of-pocket expenses. These fees
were calculated and accrued as at the last business day of each month and paid
monthly in arrears.
HSBC was also entitled to a fee for its provision of corporate secretarial
services provided to the Company on a time spent basis and subject to a
minimum annual fee of £40,000. The Company was also responsible for any
sub-administration fees as agreed in writing from time to time, and reasonable
out-of-pocket expenses. HSBC was also entitled to fees of €5,000 for
preparation of the financial statements of the Company
The administration fees charged for the year ended 31 December 2024 were
£205,950 (2023: £108,190) of which £51,250 (2023: £37,083) was payable at
31 December 2024. HSBC Securities Services (Ireland) DAC, the previous
sub-Administrator, was paid a portion of these fees by HSBC.
7. MANAGEMENT AND PERFORMANCE FEES
The Manager was appointed pursuant to a management agreement with the Company
dated 31 March 2010 (the "Management Agreement"). The Company pays to the
Manager a management fee which is equal to 1/12th of 1.75 per cent of the
total average market capitalisation of the Company during each month. The
management fee is calculated and accrued
as at the last business day of each month and is paid monthly in arrears. The
Investment Manager's fees are paid by the Manager.
The management fee for the year ended 31 December 2024 was £937,153 (2023:
£795,890) of which £89,312 (2023: £57,735) was outstanding at the year end.
The Manager is also entitled to a performance fee. The Performance Period is
each 12-month period ending on 31 December (the "Performance Period"). The
amount of the performance fee is 15 per cent of the total increase in the NAV,
if the Hurdle has been met, at the end of the relevant Performance Period,
over the highest previously recorded NAV as at the end of a Performance Period
in respect of which a performance fee was last accrued, having made
adjustments for numbers of Ordinary Shares issued and/or repurchased
("Highwater Mark"). The Hurdle is the Issue Price multiplied by the shares in
issue, increased at a rate of 8% per annum compounded to the end of the
relevant Performance Period. In addition, the performance fee will only become
payable if there has been sufficient net realised gains. As at 31 December
2024, the Highwater Mark was the equivalent of approximately 94 pence (31
December 2023: 94 pence) per share with the relevant Hurdle being the
equivalent of approximately 191 pence (31 December 2023: 177 pence) per share.
There were no earned performance fees payable for the current or prior year.
7. MANAGEMENT AND PERFORMANCE FEES (CONTINUED)
Amendments have been made to the Management Agreement and Investment
Management Agreements with the Manager and Investment Manager respectively,
such that, that the proportion of the Management Fee associated with
discretionary fund management is now paid directly to the Investment Manager
with the remainder paid to the Manager. There is no impact whatsoever on the
overall Management Fee paid by the Company. The amendments were effective from
1 July 2024.
If the Company wishes to terminate the Management Agreement without cause it
is required to give the Manager 12 months prior notice or pay to the Manager
an amount equal to: (a) the aggregate investment management fee which would
otherwise have been payable during the 12 months following the date of such
notice (such amount to be calculated for the whole of such period by reference
to the Market Capitalisation prevailing on the Valuation Day on or immediately
prior to the date of such notice); and (b) any performance fee accrued at the
end of any Performance Period which ended on or prior to termination and which
remains unpaid at the date of termination which shall be payable as soon as,
and to the extent that, sufficient cash or other liquid assets are available
to the Company (as determined in good faith by the Directors), provided that
such accrued performance fee shall be paid prior to the Company making any new
investment or settling any other liabilities; and (c) where termination does
not occur at 31 December in any year, any performance fee accrued at the date
of termination shall be payable as soon as and to the extent that sufficient
cash or other liquid assets are available to the Company (as determined in
good faith by the Directors), provided that such accrued performance fee shall
be paid prior to the Company making any new investment or settling any other
liabilities.
8. OTHER EXPENSES
2024 2023
£ £
Investor services fees 24,260 46,224
Public relation fees 37,438 26,190
Regulatory fees 29,175 20,405
Research fees 25,141 41,844
Directors' insurance fees 16,845 27,314
Directors' expenses 16,151 1,813
Miscellaneous expenses 39 27,948
Legal fees - 13,639
Compliance fee 4,500 -
153,549 205,377
9. SHARE CAPITAL
The share capital of the Company on incorporation was represented by an
unlimited number of Ordinary Shares of no par value. The Company may issue an
unlimited number of shares of a nominal or par value and/or of no par value or
a combination of both.
The Company has a total of 106,453,335 (2023: 106,453,335) Ordinary Shares
outstanding with an additional 700,000 (2023: 700,000) held in treasury. The
Company has 9,167 (2023: 9,167) Management Ordinary Shares in issue, which are
held by the Investment Manager.
The Ordinary Shares are admitted to the Official List of the London Stock
Exchange. Holders of Ordinary Shares have the right to receive notice of and
to attend and vote at general meetings of the Company.
Each holder of Ordinary Shares being present in person or by proxy at a
meeting will, upon a show of hands, have one vote and upon a poll each such
holder of Ordinary Shares present in person or by proxy will have one vote for
each Ordinary Share held.
Holders of Management Ordinary Shares have the right to receive notice of and
to attend and vote at general meetings of the Company, except that the holders
of Management Ordinary Shares are not entitled to vote on any resolution
relating to certain specific matters, including a material change to the
Company's investment objective, investment policy or borrowing policy. Each
holder of Management Ordinary Shares being present in person or by proxy at a
meeting will, upon a show of hands, have one vote and upon a poll each such
holder of Management Ordinary Shares present in person or by proxy will have
one vote for each Management Ordinary Share held. Holders of Ordinary Shares
and Management Ordinary Shares are entitled to receive, and participate in,
any dividends or other distributions out of the profits of the Company
available for dividend and resolved to be distributed in respect of any
accounting period or other income or right to participate therein.
9. SHARE CAPITAL (CONTINUED)
The details of issued share capital of the Company are as follows:
2024 2023
Amount* No. of shares* Amount* No. of shares*
£ £
Issued and fully paid share capital
Ordinary Shares of no par value** 76,122,347 107,162,502 76,122,347 107,162,502
(including Management Ordinary Shares)
Treasury Shares (140,492) (700,000) (140,492) (700,000)
Total Share Capital 75,981,855 106,462,502 75,981,855 106,462,502
The outstanding Ordinary Shares as at the year ended 31 December 2024 are as
follows:
Ordinary Shares Treasury Shares
Amount* No. of shares* Amount No. of shares
£ £
Balance at 31 December 2024 76,122,347 106,462,502 140,492 700,000
The outstanding Ordinary Shares as at the year ended 31 December 2023 were as
follows:
Ordinary Shares Treasury Shares
Amount* No. of shares* Amount No. of shares
£ £
Balance at 31 December 2023 76,122,347 106,462,502 140,492 700,000
* Includes 9,167 (2023: 9,167) Management Ordinary Shares.
** The value reported for the ordinary shares represents the
net of subscriptions and redemptions (including any associated expenses)
Capital Management
The Company regards capital as comprising its issued Ordinary Shares. The
Company does not have any debt that might be regarded as capital. The
Company's objectives in managing capital are:
· To safeguard its ability to continue as a going concern and provide
returns to shareholders in the form of capital growth over the long-term
through a focused, global portfolio consisting principally of the equities or
related instruments of natural resources companies;
· To allocate capital to those assets that the Directors consider are
most likely to provide the above returns;
· To manage, so far as is reasonably possible and when desirable, any
discount or premium between the Company's share price and its NAV per Ordinary
Share; and
· To make distributions to shareholders when circumstances permit in
accordance with the Company's distribution policy.
The Company has continued to hold sufficient cash and liquid listed assets to
enable it to meet its obligations as they arise and the Investment Manager
provides the Directors with reporting on the activities of the investments of
the Company such that they can be satisfied with the allocation of capital.
As discussed in the Strategic Report, in August 2015, the Company introduced a
share buyback programme with the objective of managing the discount the
Company's shares trade at compared with its NAV. The Company has repurchased
700,000 shares at an average price of 20 pence per share through this
programme and the repurchased shares are held in Treasury.
The Company has authority to make market purchases of up to 14.99 per cent of
its own Ordinary Shares in issue. A renewal of such authority is sought from
Shareholders at each Annual General Meeting of the Company or at a General
Meeting of the Company, if required. Any purchases of Ordinary Shares will be
made within internal guidelines established from time to time by the Board and
within applicable regulations.
9. SHARE CAPITAL (CONTINUED)
Capital Management (continued)
As described in the Directors' Report on page 19, the Company has a policy to
distribute at least 15 per cent of net realised cash gains after deducting
losses during the financial year through dividends, tender offers or
otherwise.
The Company is not subject to any externally imposed capital requirements.
Reserves
As at the year-end the Company had Revenue Reserves of £7,791,310 (2023:
£8,235,802) and Capital Reserves of
£11,703,209 (2023: £2,058,078).
Under the Companies (Guernsey) Law 2008, the Company may buy back its own
shares, or pay dividends, out of any reserves, subject to passing a solvency
test. This test considers whether, immediately after the payment, the
Company's assets exceed its liabilities and whether it will be able to pay its
debts when they fall due.
10. RELATED PARTY AND INVESTMENT MANAGER TRANSACTIONS
The Investment Manager, Baker Steel Capital Managers LLP, had an interest in
9,167 Management Ordinary Shares at 31 December 2024 (31 December 2023:
9,167).
David Baker and Trevor Steel, Directors of the Manager, are interested in the
shares held by Northcliffe Holdings Limited and The Sonya Trust respectively,
which are therefore considered to be Related Parties. As at 31 December 2024,
Northcliffe Holdings Pty Limited holds 12,452,177 shares (2023: 12,452,177)
and The Sonya Trust holds 12,637,350 shares (2023: 12,637,350).
John Falla held 100,000 shares in the Company at 31 December 2024 (2023:
100,000). Patrick Meier held 82,261 shares in the Company at 31 December 2024.
The Company's associates are described in Note 12 to these financial
statements.
The Management fees and Directors' fees paid and accrued for the year were:
2024 2023
£ £
Management fees 937,153 795,890
Directors' fees* 162,229 145,000
Directors' expenses 16,151 1,813
* Mr. Patrick Meier was appointed as an independent non-executive director on
25 June 2024 with an annual remuneration of £32,500.
The Management fees and Directors' fees outstanding at the year-end were:
2024 2023
£ £
Management fees 89,312 57,735
Directors' fees - 36,250
Directors' expenses 9,619 -
11. NET ASSET VALUE PER SHARE AND LOSS PER SHARE
Net asset value per share is based on the net assets of £95,476,374 (31
December 2023: £82,159,579) and 106,462,502 (31 December 2023: 106,462,502)
Ordinary Shares, being the number of shares in issue at the year-end excluding
700,000 shares which are held in treasury. The calculation for basic and
diluted NAV per share is as below:
31 December 2024 31 December 2023
Ordinary Shares Ordinary Shares
Net assets at the year-end (£) 95,476,374 82,159,579
Number of shares 106,462,502 106,462,502
Net asset value per share (in pence) basic and diluted 89.7 77.2
Weighted average number of shares 106,462,502 106,462,502
The basic and diluted earnings per share for 2024 is based on the net profit
for the year of the Company of £13,316,795 and on 106,462,502 Ordinary
Shares, being the weighted average number of Ordinary Shares in issue during
the year.
The basic and diluted loss per share for 2023 is based on the net loss for the
year of the Company of £2,323,269 and on 106,462,502 Ordinary Shares, being
the weighted average number of Ordinary Shares in issue during the year.
There are no outstanding instruments which could result in the issue of new
shares or dilute the issued share capital.
12. INVESTMENT IN ASSOCIATES
The interests in the below companies are for investment purposes and they are
deemed associates by virtue of the Company having appointed a non-executive
director ("NED") and/or holding in excess of 20% of the voting rights of the
relevant company but less than 50%. Investments in associates are carried at
fair value as they are held as part of the investment portfolio which is
valued on a fair value basis.
Investment Country of Incorporation Voting Rights held NED Appointed
CEMOS Group Limited Jersey 31.28% Yes
Nussir ASA Norway 21.57% Yes
Futura Resources Limited Australia 26.94% Yes
Silver X Mining Corporation Canada 9.72% Yes
Polar Acquisition Limited Mauritius 49.99% Yes
Various Baker Steel representatives and their associates received fees and
incentives for their role as directors to these companies. These fees are
received in addition to the management fees charged.
13. SUBSEQUENT EVENTS
On 16 April 2025, the Company has provided an unsecured loan facility to
Futura Resources Limited amounting to AU$1.4m repayable within 3 months at a
rate of 2% per month as well as 200,000 warrants over Futura's ordinary share
at AU$2.0 per share exercisable within 12 months.
There were no other events subsequent to the year and to the date of audit
report, not already disclosed in the Annual Report and Accounts, that
materially impacted on the Company that require disclosure or adjustment to
these financial statements.
14. APPROVAL OF ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS
The Annual Report and Audited Financial Statements for the year ended 31
December 2024 were approved by the Board of Directors on 25 April 2025.
APPENDIX - ADDITIONAL INFORMATION (UNAUDITED)
REMUNERATION DETAILS FOR INVESTMENT MANAGER'S STAFF
As noted earlier, under AIFMD, the Investment Manager received approval to act
as a full scope UK AIFM to the Company as of 22 July 2014. Pursuant to Article
22(2)9e) and (f) of AIFMD, an AIFM must, where appropriate for each AIF it
manages, make an annual report available to the AIF investors. The annual
report must contain, amongst other items, the total amount of remuneration
paid by the AIFM to its staff for the financial year, split into fixed and
variable remuneration including, where relevant, any carried interest paid by
the AIF, along with the aggregate remuneration awarded to senior management
and members of staff whose actions have a material impact on the risk profile
of the AIF.
For the year ended 31 December 2024 the LLP as Investment Manager paid fixed
remuneration to members and those identified as AIF code staff of £441,909.
Variable remuneration amounted to £47,021. No carried interest was paid by
the Company. These figures represent the aggregate remuneration paid to
members and those identified as AIF code staff of the LLP as Investment
Manager for the year ended 31 December 2024. The total remuneration of the
individuals whose actions have a material impact upon the risk profile of the
AIF managed by the AIFM amounted to £488,929.
The total AIFM remuneration attributable to senior management was £488,929.
No other staff were identified as material risk takers in the year. The
remuneration figures reflect an approximation of the portion of AIFM
remuneration reasonably attributable to the AIF.
MANAGEMENT AND ADMINISTRATION
DIRECTORS: Fiona Perrott-Humphrey (Chairman)
Charles Hansard
John Falla
Patrick Meier (appointed 25 June 2024)
(all of whom are non-executive and independent)
REGISTERED OFFICE: East Wing, Trafalgar Court
Les Banques
St. Peter Port
Guernsey, GY1 3PP
Channel Islands
MANAGER: Baker Steel Capital Managers (Cayman) Limited
PO Box 309
George Town
Grand Cayman, KY1-1104
Cayman Islands
INVESTMENT MANAGER: Baker Steel Capital Managers LLP
34 Dover Street
London, W1S 4NG
United Kingdom
STOCKBROKERS: Shore Capital Stockbrokers Limited
Cassini House, 57 St James's Street
London, SW1A 1LD
United Kingdom
SOLICITORS TO THE COMPANY: Norton Rose Fulbright LLP
(as to English law) 3 More London Riverside
London, SE1 2AQ
United Kingdom
ADVOCATES TO THE COMPANY: Mourant Ozanne
(as to Guernsey law) Royal Chambers
St Julian's Avenue
St. Peter Port
Guernsey, GY1 4HP
Channel Islands
ADMINISTRATOR & COMPANY SECRETARY: Aztec Financial Services (Guernsey) Limited
East Wing, Trafalgar Court
Les Banques
St. Peter Port
Guernsey, GY1 3PP
Channel Islands
MANAGEMENT AND ADMINISTRATION (CONTINUED)
CUSTODIAN TO THE COMPANY: Liberum Wealth Limited
1st Floor, Royal Chambers
St Julian's Avenue
St. Peter Port
Guernsey, GY1 2HH
Channel Islands
SAFEKEEPING AND MONITORING AGENT: Liberum Wealth Limited
1st Floor, Royal Chambers
St Julian's Avenue
St. Peter Port
Guernsey, GY1 2HH
Channel Islands
INDEPENDENT AUDITOR: BDO Limited
P.O. Box 180
Plaza House
2nd Floor, Admiral Park
St. Peter Port
Guernsey, GY1 3LL
Channel Islands
REGISTRAR: Computershare Investor Services (Guernsey) Limited
2(nd) Floor, Lefebvre Place
Lefebvre Street
St Peter Port
Guernsey
GY1 2JP
UK PAYING AGENT AND TRANSFER AGENT: Computershare Investor Services (Jersey) Limited
Queensway House
Hilgrove Street
St Helier
JE11ES
Jersey
RECEIVING AGENT: Computershare Investor Services (Jersey) Limited
Queensway House
Hilgrove Street
St Helier
JE11ES
Jersey
PRINCIPAL BANKER: HSBC Bank plc
Arnold House
St Julian's Avenue
St. Peter Port
Guernsey, GY1 3NF
Channel Islands
GLOSSARY OF TERMS
AIF - Alternative Investment Fund
AIFM - Alternative Investment Fund Manager
AIFMD - Alternative Investment Fund Managers Directive
Aztec Financial Services (Guernsey) Limited - (the "Aztec Group")
BSRT - Baker Steel Resources Trust Limited
Company - Baker Steel Resources Trust Limited
Commission - Guernsey Financial Services Commission
DRAVs - Development Risk Adjusted Values
DFS - A Definitive Feasibility Study is an evaluation of a proposed mining
project to determine whether the mineral resource can be mined economically. A
DFS is the basis for detailed design and construction of a project and
determines definitively whether to proceed with the project. Detailed
feasibility studies require a significant amount of formal engineering work,
with costings accurate to within 10-15%. The definitive feasibility study will
be based on indicated and measured mineral resources.
EU - European Union
EGM - Extraordinary General Meeting
FCA - Financial Conduct Authority
FRC - Financial Reporting Council
FVO - Fair value option
FVTPL - Fair value through profit or loss
GFSC - Guernsey Financial Services Commission
GFSC Code - Guernsey Financial Services Commission Code of Corporate
Governance
g/t - Grams per tonne
HSBC Securities Services (Guernsey) Limited - HSBC
IAS - International Accounting Standards
ITG - IFRS Transition Resource Group of Impairment of Financial Instruments
IFRS - International Financial Reporting Standards as adopted by the European
Union
IndexVal - Where there have been no known transactions for 6 months, at the
Company's half year and year-end, movements in IndexVal will generally be
taken into account in assessing Fair Value where there has been at least a 10%
movement in IndexVal over at least a six month period. The IndexVal results
are used as an indication of trend and are viewed in the context of investee
company progress.
IPO - Initial Public Offering (stock market launch)
Liberum Wealth Limited - Liberum Wealth
GLOSSARY OF TERMS (CONTINUED)
JORC - AUSTRALASIAN JOINT ORE RESERVES COMMITTEE
The Code for Reporting of Mineral Resources and Ore Reserves (the JORC Code)
of the Australasian Joint Ore Reserves Committee (JORC) is widely accepted as
a standard for professional reporting of mineral resources and ore reserves.
Mineral resources are classified as 'Inferred', 'Indicated' or 'Measured',
while ore reserves are either 'Probable' or 'Proven'.
Mt - million tonnes
NAV - Net Asset Value
NI 43-101 - CANADIAN NATIONAL INSTRUMENT 43-101
Canadian National Instrument 43-101 is a mineral resource classification
instrument which dictates reporting and public disclosure of information in
Canada relating to mineral properties.
NAV Discount - NAV to market price discount the Net Asset Value ("NAV") per
share is the value of all the investment company's assets, less any
liabilities it has, divided by the number of shares. However, because the
Company's Ordinary Shares are traded on the London Stock Exchange's Main
Market, the share price may be higher or lower than the NAV. The difference is
known as a discount or premium.
NPV - Net Present Value
OCI - Other comprehensive income
PEA - Preliminary Economic Assessment
SORP - Statement of Recommended Practice issued by The Association of
Investment Companies dated July 2022
UK Code - UK Corporate Governance Code published by the Financial Reporting
Council in January 2024
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