Berkeley Energia - Half-year Report
14/03/2023 07:00
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RNS Number : 8764S Berkeley Energia Limited 14 March 2023
BERKELEY ENERGIA LIMITED
Interim Financial Report for the Half Year Ended 31 December 2022
( )
Informe financiero provisional correspondiente al semestre terminado el 31 de
diciembre de 2022
abn 40 052 468 569
CORPORATE DIRECTORY | DIRECTORIO CORPORATIVO
Directors Solicitors
Mr Ian Middlemas Spain
Chairman
Mr Robert Behets Acting Managing Director Herbert Smith Freehills, S.L.P
Mr Francisco Bellón Executive Director
Mr Adam Parker Non-Executive Director
United Kingdom
Company Secretary
Mr Dylan Browne Simmons & Simmons LLP
Spanish Office Australia
Berkeley Minera España, S.A. Thomson Geer
Carretera SA-322, Km 30
37495 Retortillo Bankers
Salamanca Spain
Spain Santander Bank
Telephone: +34 923 193 903
Australia
London Office National Australia Bank Ltd
Unit 3C, Princes House Australia and New Zealand Banking Group Ltd
38 Jermyn Street Share Registry
London SW1Y 6DN, United Kingdom Spain
Iberclear
Registered Office Plaza de la Lealtad, 1
Level 9, 28 The Esplanade
Perth WA 6000 28014 Madrid, Spain
Australia
Telephone: +61 8 9322 6322
Facsimile: +61 8 9322 6558 United Kingdom
Computershare Investor Services PLC
Website The Pavilions, Bridgewater Road, Bristol BS99 6ZZ
www.berkeleyenergia.com (http://www.berkeleyresources.com.au)
Telephone: +44 370 702 0000
Email
info@berkeleyenergia.com Australia
Computershare Investor Services Pty Ltd
Level 11, 172 St Georges Terrace
Auditor
Perth WA 6000
Spain
Telephone: +61 8 9323 2000
Ernst & Young España Stock Exchange Listings
Spain
Madrid, Barcelona, Bilboa and Valencia Stock Exchanges (Code: BKY)
Australia
Ernst and Young Australia - Perth United Kingdom
London Stock Exchange (LSE Code: BKY)
Australia
Australian Securities Exchange (ASX Code: BKY)
CONTENTS | CONTENIDO
Directors' Report
Directors' Declaration
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Condensed Notes to the Financial Statements
To view the following sections as well as all illustrations and figures,
please refer to the full version of the Interim Financial Report on our
website at www.berkeleyenergia.com (http://www.berkeleyenergia.com) :
Auditor's Independence Declaration
Auditor's Review Report
DIRECTORS' REPORT
The Board of Directors of Berkeley Energia Limited present their report on the
consolidated entity of Berkeley Energia Limited ("the Company" or "Berkeley")
and the entities it controlled during the half year ended 31 December 2022
("Consolidated Entity" or "Group").
DIRECTORS
The names of the Directors of Berkeley in office during the half year and
until the date of this report are:
Mr Ian
Middlemas
Chairman
Mr Robert
Behets
Non-Executive Director (Acting Managing Director)
Mr Francisco Bellón
Executive Director (appointed 1 July 2022)
Mr Adam
Parker
Non-Executive Director
Unless otherwise disclosed, Directors were in office from the beginning of the
half year until the date of this report.
OPERATING AND FINANCIAL REVIEW
Summary
Summary for and subsequent to the half year end include:
· Appointment of Spanish Based Director
During the period, the Company strengthened the Board's technical capacity and
Spanish operating experience with the appointment of Mr Francisco Bellón as
an Executive Director.
Mr Bellón is a Mining Engineer with more than 25 years of experience in the
resources sector, including specialisation in mineral processing. During his
career, Mr Bellón has participated in the construction, commissioning and
operation of four mines in Spain, two in South America and two in West Africa,
working at an executive level for companies listed on either the Toronto, New
York or Madrid Stock Exchange, such as Rio Narcea Gold Mines, Lundin Mining,
ENDESA and Duro Felguera.
Mr Bellón who is based in Salamanca, joined Berkeley in 2011 as General
Manager of Operations, and was subsequently promoted to Chief Operating
Officer in 2017. During this period, Mr Bellón has been responsible for the
Company's day-to-day operations in Spain, and has overseen the development of
the Salamanca Project ("Salamanca" or "Project") from the Scoping Study stage
through to the completion of the Definitive Feasibility Study and Front End
Engineering Design.
Mr Bellón has a Masters Degrees in Mining Engineering and Occupational Health
and Safety, Investor Relations Certification from the Madrid Stock Exchange,
and is Member of the Australasian Institute of Mining and Metallurgy.
· Spanish Advisory Committee
During the period, an Advisory Committee to the Board of Berkeley's wholly
owned Spanish subsidiary, Berkeley Minera España S.L.U. ("BME"), which holds
the Salamanca Project, was established.
The Advisory Committee is comprised of Rafael Miranda, Jaime García-Legaz and
Miguel Riaño, all prominent, highly experienced, and well-regarded Spanish
businessmen with extensive networks.
The Advisory Committee has substantially strengthened Berkeley's position in
Spain, with the committee members' collective corporate, commercial and
operating expertise plus extensive business and government networks greatly
assisting the Company as it continues to focus on resolving the current
permitting situation, and ultimately advancing the Project towards production.
· Project Update
In November 2022, the Company announced that it had submitted a written
notification of an investment dispute to the Prime Minister of Spain and the
Ministry for the Ecological Transition and the Demographic Challenge
("MITECO") informing the Kingdom of Spain of the nature of the dispute and the
Energy Charter Treaty ("ECT") breaches, and that it proposes to seek prompt
negotiations for an amicable solution pursuant to article 26.1 of the ECT.
In February 2023, the Company received formal notification from MITECO that it
had rejected the Company's administrative appeal against MITECO's rejection of
the Authorisation for Construction for the uranium concentrate plant as a
radioactive facility ("NSC II") for the Salamanca Project.
As previously disclosed, MITECO rejected NSC II in November 2021 following an
unfavourable report for the grant of NSC II issued by the Board of
the Nuclear Safety Council ("NSC") in July 2021.
Taking this into account, Berkeley submitted an administrative appeal against
MITECO's decision under Spanish law in December 2021. MITECO has now rejected
this administrative appeal.
The Company believes that MITECO has not only infringed regulations on
administrative procedures in Spain but also under protection afforded to
Berkeley under the ECT, which would imply that the decision on the rejection
of the Company's NSC II application is not legal.
Accordingly, the Company also submitted a written notification of an
investment dispute to the Prime Minister of Spain and MITECO in November 2022.
The notification of an investment dispute submitted to the Spanish Government
is necessary to preserve the Company's rights to initiate international
arbitration should the dispute not be satisfactorily resolved. The Company,
however, has informed the Spanish Government that it is prepared to
collaborate and remains hopeful that the dispute can be resolved amicably
through prompt negotiations.
The dispute notice is an initial step to request amicable negotiations to
overturn the rejection of NSC II. To date, the Company has received no
correspondence from the Kingdom of Spain or MITECO in relation to the
investment dispute.
· Exploration
A drilling program, comprising five reverse circulation ("RC") holes for a
total of 282m, designed to test the tin-lithium anomaly defined by soil
sampling at the Company's Investigation Permit, Conchas, was completed during
the period.
· Global Nuclear Power and Uranium Market:
The outlook for nuclear power and the uranium market continued to strengthen
during the period, with select recent activity and updates including the
following:
· Spain - Spain's seven operating nuclear reactors were reported to
have generated 20.25% of the country's electricity in 2022 with average
capacity factor of the units being 90%. It was noted that "with just 7117 MWe
of installed capacity, 6% of the total, nuclear power generated over 20% of
the electricity, a consistent and consecutive figure for over a decade."
Spanish nuclear power plants produced a total of 55.9 TWh of electricity in
2022, 3.6% more than in 2021.
· United Kingdom - A new nuclear power plant to be built in Suffolk
was approved by the UK government. The UK government has pledged to invest
£700 million in the project (50% stakeholder), which also includes
Electricite de France, as well as committing to advancing additional nuclear
power projects as incorporated in the proposed Energy Bill. Great British
Nuclear is being established in order to oversee nuclear new builds.
· Netherlands - The lower house of the Dutch Parliament adopted a
proposal to pursue the construction of two nuclear power reactors which the
Dutch Cabinet hopes to be in operation by 2035. The Netherlands currently
operate a single reactor which entered commercial operation in 1973, located
at Borssele, the likely site for the expansion.
· Germany - Announced it will keep all three of its nuclear plants
operating until April 2023 to ensure the country's energy supply remains
robust amid uncertainty over Russian gas supply.
· Poland - Announced that it had selected Westinghouse Electric to
build the country's initial nuclear power plant. The Polish government has
been seeking partners to develop 6-9 GWe of nuclear capacity by the early
2040s and may ultimately order a total of six Westinghouse reactors.
· Japan - Confirmed a major nuclear power policy shift in December
to tackle an energy crisis more than a decade after the 2011 Fukushima
disaster prompted it to idle most of its reactors. Quake-prone Japan, which
previously said it had no plans to build new reactors, will now seek to
replace decommissioned ones and extend the lifespan of others, with the
government aiming to boost nuclear to as much as 22% of its power mix by 2030.
· India - The Indian government presented its road map to attain
net-zero carbon emissions by 2070 at the recent UN Convention on Climate
Change. The national plan calls for a focus on renewable energy sources
including solar, wind and hydro power supplemented by a "three-fold rise in
nuclear installed capacity by 2032."
Other developments in the uranium market during the period included:
· Spain's ENUSA says it and Westinghouse Electric Company has
formalised their cooperation agreement for the manufacture of water-water
energetic reactor ("VVER") fuel. The two companies have reached an agreement
that will allow operators to diversify the supply of nuclear fuel and reduce
dependence on the current supplier, Russia, strategically complying with the
will of the European Union to provide a real alternative in the supply made
out of fuel. The ENUSA factory in Salamanca has begun the installation of the
new production line to be ready by the end of the year.
· Finnish mining company, Terrafame, announced plans to start
recovering natural uranium as a by-product of zinc and nickel production at
its Sotkamo mine in the north-east of the country by the summer of 2024. The
state-owned company reported that it has completed a feasibility study related
to uranium recovery and has decided to start preparing its operations for the
uranium recovery for next year.
· Cameco reported the first packaged uranium from McArthur River /
Key Lake following the February 2022 announcement that the production complex
would be restarted after a four year shut-down. McArthur River / Key Lake is
expected to reach steady-state production of 15 million pounds U(3)0(8) in
2024.
· The latest World Energy Outlook assessment published by the
International Energy Agency ("IEA"), underscores the crucial role which
nuclear power must assume over the next three decades. Nuclear power increases
under all three of the IEA government policy-related scenarios (Stated
Policies Scenario; Announced Pledges Scenario, and; Net Zero Emissions by 2050
Scenario). The report observes that "As markets rebalance, renewables,
supported by nuclear power, see sustained gains." Under the Net Zero Emissions
by 2050 Scenario, an average of 24 GWe/year must be added over the 2022-2050
period, more than doubling current nuclear capacity (compounded average annual
growth rate = 2.6%).
· Spot market activity reportedly slowed in the period with current
term prices ending at US$47.75 per pound. Longer-term uranium price indicators
continued to remain stable and closed at the end of December at US$51.00 per
pound (Long-Term); US$56.50 per pound (3-year forward price); and US$60.00 per
pound (5-year forward price).
· IBEX SMALL CAP® index
During the period, Berkeley was included in the IBEX SMALL CAP® index on the
Spanish Stock Exchange. The index adjustment took effect on 19 December 2022.
Operations
Salamanca Project Summary
The Salamanca Project is being developed in an historic uranium mining area in
Western Spain about three hours west of Madrid.
The Project hosts a Mineral Resource of 89.3Mlb uranium, with more than two
thirds in the Measured and Indicated category. In 2016, Berkeley published the
results of a robust Definitive Feasibility Study ("DFS") for Salamanca
confirming that the Project may be one of the world's lowest cost producers,
capable of generating strong after-tax cash flows.
Mineral Resource at Salamanca Project
Deposit Resource Category Tonnes U(3)O(8) U(3)O(8)
Name (Mt) (ppm) (Mlbs)
Retortillo Measured 4.1 498 4.5
Indicated 11.3 395 9.8
Inferred 0.2 368 0.2
Total 15.6 422 14.5
Zona 7 Measured 5.2 674 7.8
Indicated 10.5 761 17.6
Inferred 6.0 364 4.8
Total 21.7 631 30.2
Alameda Indicated 20.0 455 20.1
Inferred 0.7 657 1.0
Total 20.7 462 21.1
Las Carbas Inferred 0.6 443 0.6
Cristina Inferred 0.8 460 0.8
Caridad Inferred 0.4 382 0.4
Villares Inferred 0.7 672 1.1
Villares North Inferred 0.3 388 0.2
Total Retortillo Satellites Total 2.8 492 3.0
Villar Inferred 5.0 446 4.9
Alameda Nth Zone 2 Inferred 1.2 472 1.3
Alameda Nth Zone 19 Inferred 1.1 492 1.2
Alameda Nth Zone 21 Inferred 1.8 531 2.1
Total Alameda Satellites Total 9.1 472 9.5
Gambuta Inferred 12.7 394 11.1
Salamanca Project Total Measured 9.3 597 12.3
Indicated 41.8 516 47.5
Inferred 31.5 395 29.6
Total (*) 82.6 514 89.3
Project Update
The Company continued with its commitment to health, safety and the
environment as a priority.
An external audit of the Company's Environmental and Sustainable Mining
Management Systems was successfully carried out by independent consultant
AENOR during the period, with no non-compliances and numerous strengths
reported.
As previously reported, Berkeley initiated a study evaluating the design,
permitting, construction and operation of a solar power system at the Project
during the period.
The Project's location has a natural abundance of sunlight which is conducive
to solar power generation, which will become a reliable source of low cost and
carbon-free energy for the Project. In addition to making a significant
contribution to reduce carbon emissions, the solar power system will
potentially contribute to reducing the Project operating costs.
The proposed facility will have an installed power of up to 20 MW and will be
able to supply up to 68% of the power requirements at the Project.
During the period, contracts for the engineering and design, and environmental
studies were awarded to companies based in Salamanca who are specialists on
the design of solar power systems and environmental studies.
The engineering and design, as well as preparation of all documents required
for submission to relevant authorities, will be completed in approximately 25
weeks, after which the permitting process can commence.
The decision to pursue a solar power system is in line with Berkeley's ongoing
commitment to environmental sustainability and to continue to have a positive
impact on the people, environment and society surrounding the mine.
Exploration
During the period, the Company continued with its exploration program focusing
on battery and critical metals in Spain.
The exploration initiative is targeting lithium, cobalt, tin, tungsten and
rare earths, within the Company's existing tenement package in western Spain.
Further analysis of the mineral and metal endowment across the entire mineral
rich province and other prospective regions in Spain is also being undertaken,
with a view to identifying additional targets and regional consolidation
opportunities.
Whilst Berkeley remains focused on defending its position in relation to the
adverse resolution by MITECO and ultimately advancing the Salamanca project
towards production, the planned battery and critical metals exploration
initiative also facilitates the Company's participation in these important,
rapidly evolving, growth sectors which are integral to the global clean energy
transition.
Investigation Permit Conchas
The Investigation Permit ("I.P.") Conchas is located ~10km south of Berkeley's
Alameda deposit, in the very western part of Salamanca province, close to the
Portuguese border (Figure 1).
The tenement covers an area of ~31km(2) in the western part of the Ciudad
Rodrigo Basin and is largely covered by Cenozoic aged sediments. Only the
north-western part of the tenement is uncovered and dominated by the Guarda
Batholith (Vilar Formoso-Fuentes de Oñoro sector) intrusion. The tenement
hosts a number of sites where small-scale historical tin and tungsten mining
was undertaken. In addition, several mineral occurrences (tin, tungsten,
titanium, lithium) have been identified during historical mapping or stream
sediment sampling programs.
The Company completed initial soil sampling programs in northern and central
portions of the tenement during 2021. The sampling, which was undertaken on a
200m by 200m grid, defined a tin-lithium anomaly covering approximately 1.1km
by 0.7km which correlated with a mapped aplo-pegmatitic leucogranite.
An infill (100m by 100m spacing) and extension soil sampling program was
undertaken to follow-up the 2021 results. The results of the infill program
confirmed the spatial location, scale and tenor of the tin-lithium anomaly
defined in 2021 but failed to extend the anomalism to the east (Figure 2).
The Company has also obtained a report summarising exploration work undertaken
by Billiton PLC on the I.P. Conchas between 1981 and 1983. Billiton's
exploration was focused on tin and tantalum (lithium was not taken into
account) and comprised regional and detailed geological mapping, geochemistry,
trenching and limited drilling.
The results of Berkeley's soil sampling program are encouraging and the
Company has now completed the process of verifying, evaluating and
incorporating the additional historical information contained in the Billiton
report.
A drilling program, comprising five RC holes for a total of 282m, designed to
test the tin-lithium anomaly, was completed during the period. Assay results
covering a suite of 51 elements have been recently received and are currently
being processed and interpreted.
Spanish Advisory Committee
During the period, an Advisory Committee to the Board of Berkeley's wholly
owned Spanish subsidiary, BME, which holds the Project, was established.
The Advisory Committee is comprised of Rafael Miranda, Jaime García-Legaz and
Miguel Riaño, all prominent, highly experienced, and well-regarded Spanish
businessmen with extensive networks.
The Advisory Committee has substantially strengthened Berkeley's position in
Spain, with the committee members' collective corporate, commercial and
operating expertise plus extensive business and government networks greatly
assisting the Company as it continues to focus on resolving the current
permitting situation, and ultimately advancing the Project towards production.
IBEX SMALL CAP® index
During the period, Berkeley was included in the IBEX SMALL CAP® index on the
Spanish Stock Exchange. The index adjustment took effect on 19 December 2022.
The IBEX indices measure the performance of securities listed on the Spanish
Stock Market. The IBEX SMALL CAP® index is a market capitalisation weighted
index adjusted by free float. It is Euro-denominated and calculated in
real-time within the European time zone.
The IBEX SMALL CAP® index is composed of 30 securities listed on the Spanish
Stock Exchanges that follow certain requirements in terms of stock market
capitalisation, free floating capital, and annual rotation of the free float
capitalisation.
The Technical Advisory Committee of the IBEX INDICES reviews and adjusts the
composition of SMALL CAP® index on a biannual basis.
Results of Operations
The net loss of the Consolidated Entity for the half year ended 31 December
2022 was $849,000 (31 December 2021 restated gain: $63,804,000). Significant
items contributing to the current half year loss and the substantial
differences from the previous half year include the following:
(i) Exploration and evaluation expenses of $1,494,000 (31
December 2021: $2,177,000), which are attributable to the Group's accounting
policy of expensing exploration and evaluation expenditure incurred subsequent
to the acquisition of the rights to explore and up to and until a decision to
develop or mine is made;
(ii) Non-cash fair value movement gain of $633,000 (31 December
2021 restated: gain of $64,078,000) on the unlisted options issued to
Singapore Mining Acquisition Co Pte Ltd (a subsidiary of the Oman Investment
Fund, formerly the State General Reserve Fund of Oman ("SGRF")) (the "SGRF
Options"). These financial liabilities increase or decrease in size as the
share price of the Company fluctuates. During the period, 10,088,625 SGRF
Options expired. During the prior period, the fair value of the Convertible
Note was calculated using a probability-weighted payout approach on the basis
that the Convertible Note converted at 30 November 2021 at the floor price of
£0.27. At the date the Convertible Note automatically converted, the
valuation date share price was £0.105, which resulted in a gain of
$59,907,000 being recognised. Further, during the prior period, the Company
issued 186,814,815 fully paid ordinary shares in the capital of the Company to
SGRF following the automatic conversion of the convertible note in accordance
with the terms of the investment agreement and convertible note entered into
with SGRF in 2017. This resulted in the convertible note liability being
derecognised with the Company's share capital increasing;
(iii) One off expense of $393,000 (31 December 2021: nil) for the
publication of a prospectus in October 2022 for the admission of 186,814,815
fully paid ordinary shares to the London and Spanish stock exchanges;
(iv) Foreign exchange gain of $1,220,000 (31 December 2021
restated: gain of $2,522,000) largely attributable on the US$53 million held
in cash by the Group following the weakening of the AUD against the USD by
some 2% during the half year period; and
(v) Non-cash share-based payment expense of $374,000 (31
December 2021: reversal of $110,000) was recognised in respect of incentive
securities granted to directors, employees and key consultants of the Group as
part of the long-term incentive plan to reward directors, employees and key
consultants for the long-term incentive of the Group. The Company's policy is
to expense the incentive securities over the vesting period. During the period
the Company issued 2,000,000 incentive options ("Incentive Options") which
relates to the current period expense.
Financial Position
At 31 December 2022, the Group is in an extremely strong financial position
with cash reserves of $78,860,000 (30 June 2022: $79,943,000).
The Group had net assets of $87,545,000 at 31 December 2022 (30 June 2022: net
assets of $87,633,000), a decrease of 0.1% compared with 30 June 2022. The
decrease is consistent with the decrease in cash which has been offset by the
decrease in total liabilities.
Business Strategies and Prospects for Future Financial Years
Berkeley's strategic objective is to create long-term shareholder value with
the Company's primary focus continuing to be on progressing the approvals
required to commence construction of the Salamanca mine and bring it into
production.
To achieve its strategic objective, the Company currently has the following
business strategies and prospects:
· Continue in the defence of the Company's rights
with respect to the Salamanca Project;
· Continue to assess other business, development
and investment opportunities at the Salamanca Project;
· Continue to assess other business and development
opportunities in the resources sector; and
· Continue its exploration initiative focusing on
battery and critical metals in Spain.
All of these activities are inherently risky and the Board is unable to
provide certainty that any or all of these activities will be able to be
achieved. The material business risks faced by the Company that are likely to
have an effect on the Company's future prospects, and how the Company manages
these risks, include but are not limited to the following:
· Litigation risk - All industries, including the mining industry,
are subject to legal and arbitration claims. Specifically, in November 2022,
the Company submitted a written notification of an investment dispute to the
Prime Minister of Spain and the MITECO informing the Kingdom of Spain of the
nature of a dispute and the ECT breaches relating to the Company's rejection
of NSCII, and that it proposes to seek prompt negotiations for an amicable
solution pursuant to article 26.1 of the ECT. Berkeley will strongly defend
its position and continue to take relevant actions to pursue its legal rights
regarding the Salamanca Project. However, there is no certainty that any
claim, should it be made in the future, will be successful.
· Mining licences and government approvals required - With the
mining licence, environmental licence and the Urbanism Licence ("UL") already
obtained at the Salamanca Project, the only major approval to commence
construction at the Salamanca Project is NSC II.
During the year ended 30 June 2021, Berkeley reported that the NSC had issued
an unfavourable report for the grant of the NSC II. In November 2021, the
Company received formal notification from MITECO that it had rejected the NSC
II application at the Company's Salamanca Project. This decision followed the
unfavourable NSC II report issued by the NSC in July 2021.
In this regard, in December 2021, the Company submitted an administrative
appeal against MITECO's decision under Spanish law. In the appeal, the Company
refutes the NSC's assessment on the basis that the NSC has adopted an
arbitrary decision with the technical issues used as justification to issue
the unfavourable report lacking in both technical and legal support.
Furthermore, the Company states in the appeal that MITECO has rejected the
Company's NSC II application without following a legally established
procedure, and that MITECO has infringed the Company's right of defence, which
would imply that the decision on the rejection of the Company's NSC II
application is not legal.
Berkeley also submitted further documentation to MITECO in which the Company,
with strongly supported arguments, dismantles all of the technical issues used
by the NSC as justification to issue the unfavourable report.
Berkeley strongly refutes the NSC's assessment and notes that all
documentation submitted by the Company in relation to NCS II has been prepared
following advice from independent, nationally and internationally recognised
advisors and consultants who are experts in their field.
However, In February 2023, the Company received formal notification from
MITECO that it had rejected the Company's administrative appeal against
MITECO's rejection of NSC II for the Salamanca Project.
It should also be noted that more than 120 previous permits and favourable
reports have been granted by the relevant authorities at the local, regional,
federal and European Union levels in relation to the Salamanca Project, among
which nine have been from the NSC.
The Company believes that MITECO has not only infringed regulations on
administrative procedures in Spain but also under protection afforded to
Berkeley under the ECT, which would imply that the decision on the rejection
of the Company's NSC II application is not legal.
The Company will continue to strongly defend its position in relation to the
adverse decision by the NSC however as discussed in the litigation risk
section above.
Further, various appeals have also been made against other permits and
approvals the Company has received for the Salamanca Project, as allowed for
under Spanish law, and the Company expects that further appeals will be made
against these and future authorisations and approvals in the ordinary course
of events. Whilst none of these appeals have been finally determined, no
precautionary or interim measures have been granted in relation to the appeals
regarding the award of licences and authorisations at the Salamanca Project to
date.
However, the successful development of the Salamanca mine will be dependent on
the granting of all permits and licences necessary for the construction and
production phases, in particular the award NSC II which will allow for the
construction of the plant as a radioactive facility.
However, with any development project, there is no guarantee that the Company
will be successful in applying for and maintaining all required permits and
licences to complete construction and subsequently enter into production. If
the required permits and licences are not obtained, then this could have a
material adverse effect on the Group's financial performance, which has led to
a reduction in the carrying value of assets and may materially jeopardise the
viability of the Salamanca Project and the price of its Ordinary Shares.
Further, the Company's exploration and any future mining activities are
dependent upon the maintenance and renewal from time to time of the
appropriate title interests, licences, concessions, leases, claims, permits,
environmental decisions, planning consents and other regulatory consents which
may be withdrawn or made subject to new limitations. The maintaining or
obtaining of renewals or attainment and grant of title interests often depends
on the Company being successful in obtaining and maintaining required
statutory approvals for its proposed activities. The Company closely monitors
the status of its mining permits and licences and works closely with the
relevant Government departments in Spain to ensure the various licences are
maintained and renewed when required. However, there is no assurance that
such title interests, licenses, concessions, leases, claims, permits,
decisions or consents will not be revoked, significantly altered or not
renewed to the detriment of the Company or that the renewals and new
applications will be successful;
· The Company may not successfully acquire new projects - In
conjunction with seeking to overturn the negative MITECO decision, the Company
is also searching for and assessing other new business opportunities at the
Salamanca Project but also for new business opportunities in the resources
sector which could have the potential to build shareholder value. These new
business opportunities may take the form of direct project acquisitions, joint
ventures, farm-ins, acquisition of tenements/permits, or direct equity
participation.
The Company's success in its acquisition activities depends on its ability to
identify suitable projects, acquire them on acceptable terms, and integrate
the projects successfully, which the Company's Board is experienced in doing.
However, there can be no guarantee that any proposed acquisition will be
completed or be successful and the Directors are not able to assess the
likelihood or timing of a successful acquisition. If a proposed acquisition is
completed the usual risks associated with a new project and/or business
activities will remain. Further, any new acquisition may require the
establishment of a new business. The Company's ability to generate revenue
from a new business will depend on the Company being successful in exploring,
identifying mineral resources and establishing mining operations in relation
to a new project. Whilst the Directors have extensive industry experience,
there is no guarantee that the Company will be successful in exploring and
developing a new project;
· The Company's activities are subject to Government regulations
and approvals - The Company's exploration and any future mining activities are
dependent upon the maintenance and renewal from time to time of the
appropriate title interests, licences, concessions, leases, claims, permits,
environmental decisions, planning consents and other regulatory consents which
may be withdrawn or made subject to new limitations. The maintaining or
obtaining of renewals or attainment and grant of title interests often depends
on the Company being successful in obtaining and maintaining required
statutory approvals for its proposed activities. The mining licence for the
Salamanca Project was granted in April 2014 and is valid until April 2044 (and
renewable for two further periods of 30 years each).
The Company closely monitors the status of its mining and exploration permits
and licences and works closely with the relevant government departments in
Spain to ensure the various licences are maintained and renewed when required.
However, there is no assurance that such title interests, licenses,
concessions, leases, claims, permits, decisions or consents will not be
revoked, significantly altered or not renewed to the detriment of the Company
or that the renewals and new applications will be successful.
If such title interests, licences, concessions, leases, claims, permits,
environmental decisions, planning consents and other regulatory consents are
not maintained or renewed then this could have a material adverse effect on
the Company's financial performance and the price of its Ordinary Shares.
There can also be no assurances that the Company's interests in its properties
and licences are free from defects. The Company has investigated its rights
and believes that these rights are in good standing. There is no assurance,
however, that such rights and title interests will not be revoked or
significantly altered to the detriment of the Company.
In April 2021, the parliament in Spain (the "Spanish Parliament") approved an
amendment to the draft climate change and energy transition bill relating to
the investigation and exploitation of radioactive minerals (e.g. uranium). The
Spanish Parliament reviewed and approved the amendment to Article 10 under
which: (i) new applications for exploration, investigation and direct
exploitation concessions for radioactive materials, and their extensions,
would not be accepted following the entry into force of this law; and (ii)
existing concessions, and open proceedings and applications related to these,
would continue as per normal based on the previous legislation. The new law
was published in the Official Spanish State Gazette and came into effect in
May 2021.
The Company currently holds legal, valid and consolidated rights for the
investigation and exploitation of its mining projects, including the 30-year
mining licence (renewable for two further periods of 30 years) for the
Salamanca Project, however any new proceedings opened by the Company is now
not allowed under the aforementioned new law. This could create uncertainty
and pose a risk on future applications, renewals or proceedings the Company
may have to make in the future at the Salamanca Project or elsewhere, which if
unfavourable could have a detrimental effect on the viability of the Salamanca
Project or the Company's pursuit of other development opportunities.
Therefore, there can be no assurances that the Company's rights and title
interests will not be challenged or impugned by third parties or governments
in the future. To the extent that any such rights or title interests are
revoked or significantly altered to the detriment of the Company, then this
could have a material adverse effect on the Group's financial performance and
the price of its Ordinary Shares;
· Additional requirements for capital - the ability to finance a
mining project is dependent on the Company's existing financial position, the
availability and cost of project funding and other debt markets, the
availability and cost of leasing and similar finance packages for project
infrastructure and mobile equipment, the availability of mezzanine and offtake
financing and the ability to access equity markets to raise new capital. There
can be no guarantees that when the Company seeks to implement further
financing strategies to pursue the development of its projects that suitable
financing alternatives will be available and at a cost acceptable to the
Company;
· The Company may be adversely affected by fluctuations in
commodity prices - The price of uranium has fluctuated widely since the
Fukushima nuclear power plant disaster in March 2011 and is affected by
further numerous factors beyond the control of the Company. Future production,
if any, from the Salamanca Project will be dependent upon the price of uranium
being adequate to make these properties economic. The Company currently does
not engage in any hedging or derivative transactions to manage commodity price
risk, but as the Company's Salamanca Project advances, this policy will be
reviewed periodically;
· The Group's projects are not yet in production - As a result of
the substantial expenditures involved in mine development projects, mine
developments are prone to material cost overruns versus budget. The capital
expenditures and time required to develop new mines are considerable and
changes in cost or construction schedules can significantly increase both the
time and capital required to build the mine; and
· Global financial conditions may adversely affect the Company's
growth and profitability - Many industries, including the mineral resource
industry, are impacted by these market conditions. Some of the key impacts of
the current financial market turmoil include contraction in credit markets
resulting in a widening of credit risk, devaluations and high volatility in
global equity, commodity, foreign exchange and energy markets, and a lack of
market liquidity. A slowdown in the financial markets or other economic
conditions may adversely affect the Company's growth and ability to finance
its activities.
SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD
(i) On 7 February 2023, the Company received formal notification
from MITECO that it had rejected the Company's administrative appeal against
MITECO's rejection of NSC II for the Salamanca Project.
Other than as disclosed above, there were no significant events occurring
after balance date requiring disclosure.
ROUNDING
The amounts contained in the half year financial report have been rounded to
the nearest $1,000 (where rounding is applicable) where noted ($000) under the
option available to the Company under ASIC Corporations (Rounding in
Financial/Directors' Reports) Instrument 2016/191. The Company is an entity to
which this legislative instrument applies.
AUDITOR'S INDEPENDENCE DECLARATION
Section 307C of the Corporations Act 2001 requires our auditors, Ernst &
Young, to provide the Directors of Berkeley Energia Limited with an
Independence Declaration in relation to the review of the half year financial
report. This Independence Declaration is on page 23 and forms part of this
Directors' Report.
Signed in accordance with a resolution of Directors.
Robert Behets
Acting Managing Director
13 March 2023
DIRECTORS' DECLARATION
In accordance with a resolution of the Directors of Berkeley Energia Limited,
I state that:
In the opinion of the Directors:
(a) the financial statements and notes are in accordance with
the Corporations Act 2001, including:
(i) complying with Accounting Standard AASB 134 Interim
Financial Reporting and the Corporations Regulations 2001; and
(ii) giving a true and fair view of the Consolidated Entity's
financial position as at 31 December 2022 and of its performance for the half
year ended on that date.
(b) the Directors Report, which includes the Operating and
Financial Review, provides a fair review of:
(i) important events during the first six months of the current
financial year and their impact on the half year financial statements, and a
description of the principal risks and uncertainties for the remaining six
months of the year; and
(ii) related party transactions that have taken place in the first six
months of the current financial year and that have materially affected the
financial position or performance of the Group during that period, and any
changes in the related party transactions described in the last annual report
that could have such a material effect; and
(c) there are reasonable grounds to believe that the Company
will be able to pay its debts as and when they become due and payable.
On behalf of the Board
Robert Behets
Acting Managing Director
13 March 2023
Competent Persons Statement
The information in this report that relates to the Mineral Resource Estimate
is extracted from the announcement entitled 'Annual Report 2022' dated 31
August 2022, which is available to view on Berkeley's website at
www.berkeleyenergia.com. Berkeley confirms that: a) it is not aware of any new
information or data that materially affects the information included in the
original announcement; b) all material assumptions and technical parameters
underpinning the Mineral Resource Estimate in the original announcement
continue to apply and have not materially changed; and c) the form and context
in which the relevant Competent Persons' findings are presented in this
announcement have not been materially modified from the original announcement.
The information in this report that relates to Exploration Results is
extracted from the announcement entitled 'Quarterly Report June 2022' dated 29
July 2022, which is available to view on Berkeley's website at
www.berkeleyenergia.com. Berkeley confirms that: a) it is not aware of any new
information or data that materially affects the information included in the
original announcement; b) all material assumptions and technical parameters
underpinning the Exploration Results in the original announcement continue to
apply and have not materially changed; and c) the form and context in which
the relevant Competent Persons' findings are presented in this announcement
have not been materially modified from the original announcement.
Forward Looking Statement
Statements regarding plans with respect to Berkeley's mineral properties are
forward-looking statements. There can be no assurance that Berkeley's plans
for development of its mineral properties will proceed as currently expected.
There can also be no assurance that Berkeley will be able to confirm the
presence of additional mineral deposits, that any mineralisation will prove to
be economic or that a mine will successfully be developed on any of Berkeley's
mineral properties.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE HALF YEAR ENDED 31 DECEMBER 2022
Note Half Year Ended Half Year Ended
31 December
31 December
2022
2021 Restated (Note 4)
$000
$000
Interest income 268 15
Exploration and evaluation costs (1,494) (2,177)
Corporate and administration costs (582) (707)
Prospectus preparation costs (393) -
Business development expenses (127) (37)
Share based payments (expense)/reversal 10(a) (374) 110
Fair value movements on financial liabilities 6 633 64,078
Foreign exchange movements 1,220 2,522
Profit/(loss) before income tax (849) 63,804
Income tax expense - -
Profit/(loss) after income tax (849) 63,804
Other comprehensive income, net of income tax:
Items that may be reclassified subsequently to profit or loss:
Exchange differences arising on translation of foreign operations 387 11
Other comprehensive income, net of income tax 387 11
Total comprehensive income/(loss) for the half year attributable to Members of (462) 63,815
Berkeley Energia Limited
Basic and diluted earning/(loss) per share (cents per share) (0.19) 14.31
The above Consolidated Statement of Profit or Loss and Other Comprehensive
Income should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
Note 31 December 2022 30 June 2022
$000
$000
ASSETS
Current Assets
Cash and cash equivalents 78,860 79,943
Other receivables 747 977
Total Current Assets 79,607 80,920
Non-current Assets
Property, plant and equipment 7 9,202 8,872
Other financial assets 91 97
Total Non-Current Assets 9,293 8,969
TOTAL ASSETS 88,900 89,889
LIABILITIES
Current Liabilities
Trade and other payables 774 1,005
Financial liabilities 8 33 669
Other liabilities 548 582
Total Current Liabilities 1,355 2,256
TOTAL LIABILITIES 1,355 2,256
NET ASSETS 87,545 87,633
EQUITY
Issued capital 9 206,404 206,404
Reserves 10 (1,563) (2,187)
Accumulated losses (117,296) (116,584)
TOTAL EQUITY 87,545 87,633
The above Consolidated Statement of Financial Position should be read in
conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE HALF YEAR ENDED 31 DECEMBER 2022
Issued Capital Share Based Payments Reserve Foreign Currency Translation Reserve Accumulated Losses Total
$000 $000 $000 $000 $000
As at 1 July 2022 206,404 341 (2,528) (116,584) 87,633
Total comprehensive income for the period:
Net loss for the period - - - (849) (849)
Other comprehensive income/(loss):
Exchange differences arising on translation of foreign operations - - 387 - 387
Total comprehensive income/(loss) - - 387 (849) (462)
Expiry of Incentive Options - (137) - 137 -
Recognition of share-based payment expense - 374 - - 374
As at 31 December 2022 206,404 578 (2,141) (117,296) 87,545
Restated as at 1 July 2021 169,862 442 (2,014) (181,622) (13,332)
Total comprehensive income for the period:
Restated net profit for the period - - - 63,804 63,804
Other comprehensive income
Exchange differences arising on translation of foreign operations - - 11 - 11
Restated total comprehensive income - - 11 63,804 63,815
Issue of ordinary shares restated 36,635 - - - 36,635
Share issue costs (93) - - - (93)
Lapse of unvested Performance Rights - (148) - - (148)
Share-based payment expense - 38 - - 38
As at 31 December 2021 (restated) 206,404 332 (2,003) (117,818) 86,915
The above Consolidated Statement of Changes in Equity should be read in
conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE HALF YEAR ENDED 31 DECEMBER 2022
Half Year Ended Half Year Ended
31 December
31 December
2022
2021
$000
$000
Cash flows from operating activities
Payments to suppliers and employees (2,666) (2,937)
Interest received 268 15
Net cash outflow from operating activities (2,398) (2,922)
Cash flows from financing activities
Transaction costs from issue of securities - (93)
Net cash outflow from financing activities - (93)
Net decrease in cash and cash equivalents held (2,398) (3,015)
Cash and cash equivalents at the beginning of the period 79,943 79,066
Effects of exchange rate changes on cash and cash equivalents 1,315 2,572
Cash and cash equivalents at the end of the period 78,860 78,623
The above Consolidated Statement of Cash Flows should be read in conjunction
with the accompanying notes.
CONDENSED NOTES TO THE FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 31 DECEMBER 2022
1. REPORTING ENTITY
Berkeley Energia Limited is a company domiciled in Australia. The interim
financial report of the Company is as at and for the six months ended 31
December 2022.
The annual financial report of the Company as at and for the year ended 30
June 2022 is available upon request from the Company's registered office or is
available to download from the Company's website at www.berkeleyenergia.com
(http://www.berkeleyenergia.com) .
2. STATEMENT OF COMPLIANCE
The interim financial report is a general purpose financial report which has
been prepared in accordance with Accounting Standard AASB 134: Interim
Financial Reporting and the Corporations Act 2001.
This interim financial report does not include all the information of the type
normally included in an annual financial report. Accordingly, this report is
to be read in conjunction with the annual report of Berkeley Energia Limited
for the year ended 30 June 2022 and any public announcements made by Berkeley
Energia Limited during the interim reporting period in accordance with the
continuous disclosure requirements of the Corporations Act 2001.
(a) Basis of Preparation of Half Year Financial Report
The amounts contained in the half year financial report have been rounded to
the nearest $1,000 (where rounding is applicable) under the option available
to the Company under ASIC Corporations (Rounding in Financial/Directors'
Reports) Instrument 2016/191.
The financial statements have been prepared on the going concern basis, which
contemplates the continuity of normal business activity and the realisation of
assets and the settlement of liabilities in the normal course of business.
(b) Historical cost convention
These financial statements have been prepared under the historical cost
convention, as modified where applicable by the revaluation of certain
financial assets and liabilities at fair value through profit or loss.
3. SIGNIFICANT ACCOUNTING POLICIES
Accounting policies applied by the Consolidated Entity in this consolidated
interim financial report are the same as those applied by the Consolidated
Entity in its consolidated financial report for the year ended 30 June 2022.
In the current period, the Group has adopted all of the new and revised
Accounting Standards and Interpretations issued by the Australian Accounting
Standards Board (the AASB) that are relevant to its operations and effective
for annual reporting periods beginning on or after 1 July 2022.
New and revised Standards and amendments thereof and Interpretations effective
for the current half year that are relevant to the Group include:
· AASB 2020-3 Amendment to AASB 9 - Test for
Derecognition of Financial Liabilities
· Conceptual Framework and Financial Reporting
The adoption of the aforementioned standards has resulted in no impact on
interim financial statements of the Group as at 31 December 2022.
(a) Issued standards and interpretations not early adopted
Australian Accounting Standards and Interpretations that have recently been
issued or amended but are not yet effective have not been adopted by the Group
for the reporting period ended 31 December 2022. Those which may be relevant
to the Group are set out in the table below, but these are not expected to
have any significant impact on the Group's financial statements:
Standard/Interpretation Application Date of Standard Application Date for Company
AASB 2020-6 Amendments to Australian Accounting Standards - Classification of 1 January 2023 1 July 2023
Liabilities as Current or Non-Current - Deferral of Effective Date
AASB 2021-2 Amendments to Australian Accounting Standards - Disclosure of 1 January 2023 1 July 2023
Accounting Policies and Definition of Accounting Estimates
AASB 2020-1 Amendments to Australian Accounting Standards - Classification of 1 January 2024 1 July 2024
Liabilities as Current or Non-Current
AASB 2021-7(a-c) Amendments to Australian Accounting Standards - Effective 1 January 2025 1 July 2025
Date of Amendments to AASB 10 and AASB 128 and Editorial Corrections
4. ADJUSTMENTS TO THE COMPARATIVE PERIOD
The Group reassessed the valuation of the Convertible Note in 2021. Details of
the change in fair value measurement of the Convertible Note liability are
included in the 2022 Annual Report. The 31 December 2021 comparatives have
been restated in these financial statements.
Impact on consolidated statement of profit or loss and other comprehensive
income
31 December 2021 31 December 2021 adjustments 31 December 2021
$000
as previously disclosed Restated
$000
$000
Fair value movement on financial liabilities 4,171 59,907 64,078
Foreign exchange movements 1,640 882 2,522
Profit/(loss) before income tax 3,015 60,789 63,804
Profit/(loss) after income tax 3,015 60,789 63,804
Other comprehensive income, net of income tax 11 - 11
Total comprehensive income for the year attributable to Members of Berkeley 3,026 60,789 63,815
Energia Limited
5. SEGMENT INFORMATION
AASB 8 requires operating segments to be identified on the basis of internal
reports about components of the Consolidated Entity that are regularly
reviewed by the chief operating decision maker in order to allocate resources
to the segment and to assess its performance.
The Consolidated Entity operates in one operating segment, being exploration
for mineral resources within Spain. This is the basis on which internal
reports are provided to the Directors for assessing performance and
determining the allocation of resources within the Consolidated Entity. All
material non-current assets excluding financial instruments are located in
Spain.
6. FAIR VALUE MOVEMENTS
Consolidated Consolidated
31 December 2022
31 December 2021
$000
Restated
$000
Fair value movement on financial liabilities through profit and loss 633 64,078
Please refer to note 8 for further disclosure.
7. NON-CURRENT ASSETS - PROPERTY, PLANT AND EQUIPMENT
Land
$000
Carrying amount at 1 July 2022 8,872
Foreign exchange differences 330
Carrying amount at 31 December 2022 9,202
- at cost 9,202
- accumulated depreciation, amortisation and impairment -
8. FINANCIAL LIABILITIES
Consolidated Consolidated
31 December 2022
30 June 2022
$000
$000
(a) Financial liabilities at fair value through profit and loss:
SGRF Options 33 669
33 669
Consolidated Consolidated
30 June
31 December 2022
2022
Opening Balance Fair Value Change Foreign Exchange Loss Total
$000
$000
$000
$000
(b) Reconciliation:
SGRF Options 669 (633) (3) 33
Total fair value 669 (633) (3) 33
(c) Fair Value Estimation
The fair value of the SGRF Options was determined using a binomial option
pricing model. The fair value movement of the SGRF Options has been recognised
in the Statement of Profit and Loss. Fair value measurements are a Level 2
valuation in the fair value hierarchy.
The reporting date fair values of the SGRF Options were estimated using the
following assumptions:
31 December 2022 Tranche 2 Tranche 3
Exercise price £0.750 £1.000
Valuation date share price £0.153 £0.153
Dividend yield(1) - -
Volatility(2) 80% 80%
Risk-free interest rate 3.45% 3.45%
Number of SGRF Options 15,132,973 25,221,562
Issue date 30 Nov 2017 30 Nov 2017
Estimated Expiry date 31 May 2023 30 Nov 2023
Fair value (£) £0.0001 £0.0007
Fair value ($) $0.0001 $0.0012
(1 ) The dividend yield reflects the assumption
that the current dividend payout will remain unchanged.
(2 ) The expected volatility reflects the
assumption that the historical volatility is indicative of future trends,
which may not necessarily be the actual outcome.
( )
9. CONTRIBUTED EQUITY
(a) Issued and Paid Up Capital
Consolidated Consolidated
31 December 2022
30 June 2022
$000
$000
445,797,000 (30 June 2022: 445,797,000) fully paid ordinary shares 206,404 206,404
(b) Movements in Ordinary Share Capital during the Six Month Period ended 31 December 2022:
There were no movements in fully paid ordinary shares during the past six
months.
10. RESERVES
Consolidated Consolidated
31 December 2022
30 June 2022
$000
$000
Share based payments reserve (Note 10(a)) 578 341
Foreign currency translation reserve (2,141) (2,528)
(1,563) (2,187)
(a) Movements in Options during the Six Month Period ended 31 December 2022:
Date Details Number of Options $000
'000
1 Jul 22 Opening Balance 6,600 341
23 Nov 22 Issue of Incentive Options 2,000 -
31 Dec 22 Expiry of unvested Incentive Options (2,900) (137)
Jul 22 to Dec 22 Share based payment expense - 374
31 Dec 22 Closing Balance 5,700 578
11. DIVIDENDS PAID OR PROVIDED FOR
No dividend has been paid or provided for during the half year (2021: nil).
12. FAIR VALUE OF FINANCIAL INSTRUMENTS
The majority of the Group's financial instruments consist of those which are
measured at amortised cost including trade and other receivables, security
bonds, trade and other payables and other financial liabilities. The carrying
amount of these financial assets and liabilities approximate their fair value.
Please refer to notes 6 and 8 for details on the fair value of non-cash
settled financial liabilities classified as fair value through profit and
loss.
13. CONTINGENT LIABILITIES
There have been no changes to contingent liabilities since the date of the
last annual report.
14. RELATED PARTY DISCLOSURE
Balances and transactions between the Company and its subsidiaries, which are
related parties to the Company, have been eliminated on consolidation. There
have been no other transactions with related parties during the half-year
ended 31 December 2022, other than remuneration with Key Management Personnel.
15. SUBSEQUENT EVENTS AFTER BALANCE DATE
(i) On 7 February 2023, the Company received formal notification from
MITECO that it had rejected the Company's administrative appeal against
MITECO's rejection of NSC II for the Salamanca Project.
Other than as disclosed above, there were no significant events occurring
after balance date requiring disclosure.
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