Amur Minerals Corp - AUDITED FINAL RESULTS
10/05/2024 07:00
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RNS Number : 8837N Amur Minerals Corporation 10 May 2024
10 May 2024
AMUR MINERALS CORPORATION
("Amur", the "Company" or the Group)
AUDITED FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2023
Amur Minerals Corporation announces its final results for the year ended 31
December 2023 (the "Annual Report").
Chairman's Statement
I take this opportunity to update our shareholders on the activities of Amur
Minerals Corporation (the "Company") and its subsidiaries (together the
"Group") for the 12-month period ended 31 December 2023. The highlight of
this period was the divestiture of our wholly owned Russian Federation (RF)
subsidiary, AO Kun-Manie, marking a significant milestone for the Group. The
Company is now classified as an AIM Rule 15 cash shell and is making progress
towards completing a Reverse Takeover ('RTO') pursuant to AIM Rule 14.
For our shares to have remained trading on AIM, the Group was required to
complete an acquisition which constituted an RTO under AIM Rule 14 or be
re-admitted on AIM as an investing company under the AIM Rules on or before
the date falling six months from 6 March 2023. As neither an RTO nor
readmission to trading on AIM as an investing company was fully completed
within that timeframe, trading in the Company's shares on AIM was suspended on
7 September 2023.
Trading will remain suspended until the completion of an RTO, which requires
the publication of an admission document and the approval of such a
transaction at a General Meeting of the Company, or the Company is readmitted
to trading on AIM as an investing company.
On 25 January 2024, the Company entered into a heads of terms agreement
("HOT") to acquire a UK-based entity operating in the healthcare sector (the
"Target"). The Target, a UK-based pharmaceutical firm, has developed an
innovative drug delivery technology aimed at enhancing the efficacy of cancer
treatments for solid tumors through localized chemotherapy delivery. We
believe that the acquisition of the Target and the completion of an RTO
provides the highest long-term value to shareholders.
The proposed transaction constitutes an RTO and is subject to various
conditions, including the completion of financial, legal, and technical due
diligence on the Target, negotiation and execution of a suitable SPA, the
publication of an AIM Admission Document, and approval by the Company's
shareholders at a general meeting. The Company is actively progressing through
the necessary steps to finalize the RTO process and anticipates publishing an
AIM Admission Document in May 2024.
Sale of AO Kun-Manie
On 6 March 2023 we were pleased to announce that the Company had completed the
sale of its wholly owned RF subsidiary AO Kun-Manie along with its fully
controlled Detailed Exploration and Mine Planning Licence (DEMP). The
transaction grossed the Group a total of US$35 million allowing us to have
recaptured our RF sunk costs. As a result of the sale, Company no longer
holds any assets in, or conducts any business in, the RF.
The terms of the transaction were:
· The total consideration for the Transaction was US$35 million,
paid upon completion of the Transaction in US$.
· The divesture price represented a premium of 119% to the Group's
market capitalisation of 3 August 2022 (GBP13.2 million) and 44% to the
Kun-Manie book value of US$24.3 million as at 31 December 2021 in Amur's 2021
annual report. The closing share price on 3 August 2022 was 0.89 pence per
share.
· The Group pledged to pay a one-time special dividend of 1.8 pence
per ordinary share within 90 days of receipt of the completion payment.
Financial Overview
As at 31 December 2023 the Group's total assets amounted to US$4,786,000
reduced from US$28,741,000 as at 31 December 2022 due to the sale of AO
Kun-Manie. The Group had cash reserves of US$4,384,000, up from US$3,483,000
at the start of 2023 and remains debt free.
The increase in cash reserves derives as a result of the completion of the
sale of the Group's wholly owned subsidiary AO Kun-Manie in March 2023 for
total cash consideration of US$35,000,000, followed by the payment of a
special dividend of US$31,284,000. The Group has not found it necessary to
undertake any equity placings or other fundraising activities during the year.
The loss for the year ended 31 December 2023, amounted to US$9,647,000 (year
ended 31 December 2022: US$3,013,000) driven mainly by the one-off losses from
discontinued operations of US$7,256,000 that were recognised during the year
following the disposal of AO Kun-Manie.
Other Comprehensive Income was credited with the amount of US$17,235,000
(2022: US$377,000 loss) mainly due to the reclassification in profit or loss
as part of the loss on disposal of subsidiary of the foreign currency
translation reserve as a result of the sale of AO Kun-Manie.
Dividend payment
In 2023, the amount of £25,071,702 (equivalent of US$31,284,000) of ordinary
dividends, 1.8 pence per ordinary share, were declared upon completion of the
disposal of AO Kun-Manie and the subsequent receipt of the disposal
consideration of US$35,000,000 (2022: US$nil).
As at the year end date, and the time of this announcement, dividends
totalling £0.1 million (equivalent of US$109,322) remain unclaimed by
shareholders and we urge these shareholders to complete the necessary steps,
as detailed in the Company's RNS announcement on 24 May 2023, in order to
receive payment of their dividend.
Market Abuse Regulation (MAR) Disclosure
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.
Enquiries:
Company Nomad and Broker
Amur Minerals Corp. S.P. Angel Corporate Finance LLP
Robin Young CEO Richard Morrison
Adam Cowl
+1 (925) 408-4621 +44 (0) 20 3470 0470
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
2023 2022
US$'000 US$'000
Current assets
Trade and other receivables 402 63
Cash and cash equivalents 4,384 3,483
Total current assets 4,786 3,546
Non-current assets classified as held for sale - 25,195
Total assets 4,786 28,741
Current liabilities
Trade and other payables 662 745
Total current liabilities 662 745
Liabilities directly associated with non-current assets classified as held for 176
sale
-
Total liabilities 662 921
Net assets 4,124 27,820
Equity
Share capital 80,794 80,794
Share premium 4,278 4,278
Foreign currency translation reserve - (17,235)
Share options reserve - 512
Retained deficit (80,948) (40,529)
Total equity 4,124 27,820
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
2023 2022
US$'000 US$'000
(2,259) (2,605)
Administrative and other expenses
(2,259) (2,605)
Operating loss
Net foreign exchange losses (644) -
512 (2,605)
Loss before taxation
(2,391) -
Tax expense
- (2,605)
Loss for the year from continuing operations
(2,391) -
Profit from discontinued operations - assets sold
Loss from discontinued operations - assets held for sale (7,256) (408)
(9,647) (3,013)
Loss for the year
Loss attributable to: (9,647) (3,013)
- Owners of the parent
(0.17) (0.19)
Loss per share (cents) from continuing operations attributable to owners of
the parent - Basic & Diluted
(0.52) (0.03)
Loss per share (cents) from discontinued operations attributable to owners of
the parent - Basic & Diluted
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
2023 2022
US$'000 US$'000
(9,647) (3,013)
Loss for the year
Other comprehensive income/(loss):
Items that may subsequently be classified to profit or loss:
(726) 377
Exchange differences on translation of foreign operations
Exchange differences reclassified to profit or loss on disposal of foreign
subsidiary
17,961
17,235 377
Total other comprehensive income/(loss) for the year
7,588 (2,636)
Total comprehensive loss for the year attributable to:
- Owners of the parent
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
2023 2022
US$'000 US$'000
Cash flows from operating activities
Payments to suppliers and employees (3,135) (3,497)
Net cash used in operating activities from:
Continuing operations (3,135) (3,497)
Discontinued operations 365 (18)
(2,770) (3,515)
Cash flow from investing activities
Payments for exploration expenditure - -
Net cash generated from/(used in) investing activities from:
Continuing operations - -
Discontinued operations 34,931 (511)
34,931 (511)
Cash flow from financing activities
Cash received on issue of shares upon exercise of warrants, net of issue costs - 345
Dividends paid (31,447) -
Net cash (used in)/generated from financing activities from:
Continuing operations (31,447) 345
Discontinued operations - 623
(31,447) 968
714 (3,058)
Cash and cash equivalents at beginning of year (continuing operations)
Cash and cash equivalents at beginning of year (discontinued operations) 3,483 6,635
Exchange differences on cash and cash equivalents 141 7
46 -
Cash and cash equivalents at end of year (continuing operations)
Cash and cash equivalents at end of year (discontinued operations - classified 4,384 3,483
as held for sale)
- 141
Cash and cash equivalents at beginning of year (continuing operations)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
Share Share Premium Foreign Share Options Reserve Retained Deficit Total Equity
Capital US$'000 Currency US$'000 US$'000 US$'000
US$'000 Translation
Reserve
US$'000
Balance at 31 December 2021/1 January 2022 80,449 4,278 (17,612) 512 (37,516) 30,111
Loss for the year - - - - (3,013) (3,013)
Other comprehensive loss:
Exchange differences on translation of foreign operations - - 377 - - 377
Total comprehensive loss for the year - - 377 - (3,013) (2,636)
Transactions with owners:
Exercise of warrants 345 - - - - 345
Total transactions with owners 345 - - - - 345
Year ended 31 December 2022/ 1 January 2023: 80,794 4,278 (17,235) 512 (40,529) 27,820
Loss for the year - - - - (9,647) (9,647)
Other comprehensive loss:
Exchange differences on translation of foreign operations - - (726) - - (726)
Exchange differences reclassified to profit or loss on disposal of foreign - - 17,961 - - 17,961
subsidiaries
Total comprehensive loss for the year - - 17,235 - (9,647) 7,588
Transactions with owners:
Expiry of options - - - (420) 420 -
Expiry of warrants - - - (92) 92 -
Dividends declared - - - - (31,284) (31,284)
Total transactions with owners - - - (512) (30,772) (31,284)
Balance at 31 December 2023 80,794 4,278 - - (80,948) 4,124
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1. Basis of prePARATION
a) General Information
Amur Minerals Corporation (the "Company") is incorporated under the British
Virgin Islands Business Companies Act 2004. Its registered office is at
Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands.
The Company owns 100% of Irosta Trading Limited ("Irosta", together the
"Group"), an investment holding company incorporated and registered in Cyprus.
Irosta held 100% of the shares in AO Kun-Manie, an exploration and mining
company incorporated and registered in the Russian Federation, which held the
Group's mineral licences. AO Kun-Manie was sold on 6(th) March 2023 and the
Company became an AIM Rule 15 cash shell from that date forward.
b) Basis of Preparation
These consolidated financial statements have been prepared under the
historical cost convention, except for the initial recognition of financial
instruments at fair value, the valuation of derivative financial instruments
and the measurement of assets held for sale at the lower of carrying amount
and fair value less costs to sell. These consolidated financial statements
have been prepared on the going concern basis and in accordance with
International Financial Reporting Standards ("IFRS") as issued by the
International Accounting Standards Board ("IASB") and interpretations issued
by the International Financial Reporting Interpretations Committee ("IFRIC")".
The consolidated financial statements are presented in thousands of United
States Dollars (US$).
The material accounting policies adopted in the preparation of the
consolidated financial statements are set out below. The policies have been
consistently applied to all the years presented, unless otherwise stated.
The preparation of financial statements in accordance with IFRS as issued by
the IASB and interpretations issued by the IFRIC, requires management to make
judgements, estimates and assumptions that affect the application of policies
and reported amounts of assets and liabilities, income and expenses. The
estimates and associated assumptions are based on historical experience and
factors that are believed to be reasonable under the circumstances, the
results of which form the basis of making judgements about carrying values of
assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates. The areas involving a higher
degree of judgement or complexity, or where assumptions and estimates are
significant to the consolidated financial statements, are disclosed in Note 6.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognized in the period in which the
estimate is revised if the revision only affects that period, or in the period
of revision and future periods if the revision affects both current and future
periods.
c) Operating environment, going concern and listing status
On 6 March 2023, the Group completed the sale of its wholly owned subsidiary,
AO Kun-Manie and received the sales consideration of US$35,000,000 on 14 March
2023. Following this, the Group has been reclassified as an AIM Rule 15 cash
shell and to continue as a listed Group, the Group is required to complete an
acquisition which constitutes an reverse takeover transaction (RTO) under AIM
Rule 14 or be re-admitted on AIM as an investing company under the AIM Rules
on or before the date falling six months from 6 March 2023. As at the
reporting date, neither a reverse takeover nor readmission to trading on AIM
as an investing company was fully completed within that timeframe, and trading
in the Company's shares on AIM was suspended on 7 September 2023 pursuant to
AIM Rule 40. Adding to that, the Group had not earned revenues during the year
ended 31 December 2023 and it is therefore reliant on raising additional
financing through future share placings with new or existing partners or
combination of debt and equity financing from financial institutions. The
Company's shares will remain suspended until the completion of an RTO. If the
Company's shares remain suspended for six months, admission of the Company's
shares will be cancelled, however, the Company has been granted further time
to finalise the necessary workstreams to complete the RTO process.
On 14 June 2023, the Company paid a Special Dividend of 1.8p (GBP) per share
to its shareholders totalling to £25,071,702 (equivalent of US$31,284,000),
whilst maintaining sufficient funds to acquire another project via an RTO. As
at 31 December 2023 the Group has cash resources of US$4,384,000.
On 4 March 2024, the Company's Directors announced that on 25 January 2024
they have entered into a heads of terms agreement to acquire a UK based
candidate in the healthcare sector and are working towards completing an RTO.
The RTO is subject to due diligence procedures and shareholder approval and
should the proposed RTO not complete, the Company would be delisted from AIM.
The Directors have reviewed the Group's cash flow forecast for the period up
to 30 June 2025 and believe the Group has sufficient cash resources to cover
planned and committed expenditures over the period to successfully complete
the RTO and to fund the proposed Group for at least twelve months following
the date of this report. Should the RTO be unsuccessful, the Group will likely
be required to delist from AIM and remain as a private entity or seek a
liquidation. Given the current cash balance, management believe they will have
sufficient cash resources to complete a de-listing process and remain in good
standing for a period a period of at least twelve months following the date of
this report. The Directors are confident that throughout the going concern
forecast period, the Group will have sufficient funds to meet its obligations
as they fall due, and thus, the Directors continue to prepare the consolidated
financial statements on a going concern basis.
d) Discontinued operations
Description
On 5th August 2022 the Directors announced that they have entered in a Share
Purchaese Agreement (SPA) with Bering Metals LLC, whereby the latter offered
to acquire the Group's wholly owned subsidiary, namely AO Kun-Manie for the
total cash consideration of US$35 million. On 24th August 2022, the offer was
approved by the Company's shareholders. As at 31 December 2022, the Directors
determined that AO Kun-Manie met the conditions to be classified as an asset
held for sale in accordance with the criteria set out in IFRS 5 and the
associated assets and liabilities of AO Kun-Manie were presented as held for
sale in the 2022 consolidated financial statements.
The Directors undertook a measurement assessment of the disposal group's
assets in accordance with IFRS 5 and concluded that the asset's fair value
less costs to sell was in excess of their carrying amount. As such, no
impairment has been recognized during the year ended 31 December 2022.
The completion of the sale took place on the 6th March 2023 and the disposal consideration received on 14 March 2023. Following the sale of AO Kun-Manie on 6 March 2023, the Group derecognised the assets and liabilities of AO Kun-Manie as at this date and recognised a post-tax loss on its sale of US$7,003,000. Financial information relating to the discontinued operation for the period to the date of disposal is set out below.
Financial performance and cash flows
The financial performance and cash flow information presented is for the
period from 1 January 2023 to 6 March 2023 (2023 column) and the year ended 31
December 2022:
2023 2022
US$'000 US$'000
Administration expenses (253) (403)
Loss on sale of subsidiary (7,003) -
Loss before tax from discontinued operations (7,256) (403)
Taxation (Note 18) - (5)
Loss from discontinued operations (7,256) (408)
Exchange differences on translation of discontinued operations 17,961 377
Total comprehensive income/(loss) from discontinued operations 10,705 (31)
2023 2022
US$'000 US$'000
Net cash flows used in operating activities 365 (18)
Net cash flows from financing activities - 623
Net cash flows from investment activities (2023 includes an inflow of US$35
million from the disposal of the subsidiary)
34,931 (511)
Net increase in cash generated by the subsidiary 35,296 94
Details of the disposal of the subsidiary
2023 2022
US$'000 US$'000
Cash consideration received 35,000 -
Carrying amount of net assets of subsidiary disposed (below) (24,768) -
Current period translation differences 726 -
Profit on disposal before income tax and reclassification of foreign currency 10,958 -
translation reserve
Reclassification of foreign currency translation reserve (17,961) -
Income tax expense on profit from disposal - -
Net lotal loss on sale after income tax (7,003) -
The carrying amounts of assets and liabilities as at the date of disposal (6
March 2023) were:
6 March 2023
US$'000
Plant and machinery 62
Intangible Assets - exploration and evaluation assets 24,770
Cash and cash equivalents 66
Inventories 16
Trade and other receivables 31
Total assets of disposal group 24,945
Provisions (116)
Accruals (55)
Other payables (6)
Total liabilities of disposal group (177)
Net assets of disposal group 24,768
Assets and liabilities of disposal group classified as held for sale
The following assets were classified as held for sale in relation to the
discontinued operations as at 31 December 2022:
2023 2022
US$'000 US$'000
Plant and machinery - 109
Intangible Assets - exploration and evaluation assets - 24,915
Cash and cash equivalents - 141
Inventories - 24
Trade and other receivables - 6
Total assets of disposal group held for sale - 25,195
The following liabilities were classified as liabilities associated with
assets classified as held for sale in relation to the discontinued operations
as at 31 December 2023 and 31 December 2022:
2023 2022
US$'000 US$'000
Provisions - 119
Accruals - 55
Other payables - 2
Total liabilities of disposal group held for sale - 176
e) Loss per share
Basic and diluted loss per share is calculated and set out below. As at 31
December 2023, there were no outstanding warrants and share options. As at 31
December 2022, the effects of warrants and share options outstanding are
anti-dilutive and the total of 38.7 million of potential ordinary shares have
therefore been excluded from the following calculations:
2023 2022
Number of shares
Weighted average number of ordinary shares used in the calculation of basic
(losses)/earnings per share 1,392,872,315 1,391,636,698
2023 2022
(Losses)/Earnings US$'000 US$'000
Net loss for the year from continuing operations attributable to equity (2,391) (2,605)
shareholders
Loss per share for continuing operations (expressed in cents)
Basic and diluted loss per share (0.17) (0.19)
2023
2022
(Losses)/Earnings US$'000 US$'000
Net (loss)/profit for the year from discontinued operations attributable to (7,256) (408)
equity shareholders
(Loss)/Earnings per share for discontinued operations (expressed in cents)
Basic and diluted (loss)/earnings per share (0.52) (0.03)
f) Events after the reporting date
On 25 January 2024, the Company entered into a heads of terms agreement
("HOT") to acquire a UK based candidate in the healthcare sector.
There were no other material events after the reporting date, which have a
bearing on the understanding of the consolidated financial statements.
Annual Accounts
Copies of the Group's Annual Accounts will be posted to the Amur shareholders
shortly and are available for download from the Company's website at
www.amurminerals.com (http://www.amurminerals.com) .
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