REG - Caerus Mineral Res. - Interim Results
30/09/2022 07:00
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RNS Number : 3121B Caerus Mineral Resources PLC 30 September 2022
30 September 2022
Caerus Mineral Resources PLC
('Caerus' or the 'Company')
Interim Results
Caerus Mineral Resources plc (LON:CMRS), the exploration and resource
development company focused on developing mineral resources in Europe to
support the global 'Clean Energy' initiative is pleased to announce its
unaudited interim results for the six months ended 30 June 2022.
Highlights in H1 2022:
· Completed the Troulli drilling campaign which started in September
2021.
· Published Troulli's maiden resource estimate of 4.9 million tonnes at
0.41% copper and 0.2g/t gold for 20,000 tonnes of copper and 31,000 ounces of
gold.
· Drilling at Anglisides during the period delivered some very
encouraging results.
· Board changes resulting in a renewal of the Caerus Mineral Resources -
EV Metals Strategic Alliance, a strategy presented in the March 2021
prospectus yet overlooked by the original board. Russell Thomson CFO of EV
Metals joined as non-executive director and chair of the audit and
remuneration committees.
· £1.4m cash at the end of the period.
Post Period:
· Implemented a strategic review of the Cyprus portfolio, with a view to
ensuring capital is only invested in projects with production potential,
either as satellite or stand-alone operations.
· Introduced a range of corporate governance improvements, driven by a
new four-member board with extensive PLC, legal and financial backgrounds.
· The discovery of three challenges for the company:
o The non-payment by Bezant Resources of its share of Troulli JV
expenditures. The JV agreement provides for funding up to US$1,000,000 with
each party agreeing to commit up to US$500,000. Funds were supposed to be
provided by both parties in advance.
At 30 June 2022, the company had invested directly €1,140,000 into the
Troulli project. As of today, the Company has received no funding for the
venture.
o The Cypriot Ministry of Defence's confirmation that it will impose a
buffer zone around installations in the Kalavasos region, resulting in
notification from the Mines Service Department that our main Kalavasos license
is effectively cancelled.
o A disputed A$2m claim by BMG Resources the original vendor of the
Kalavasos Project.
Commenting on the Interim Results, CEO Charlie Long said: "Notwithstanding the
serious issues we discovered since arriving towards the end of the period,
operationally the first half of 2022 has seen good progress at the main
project Troulli, a brown field copper-gold deposit in the southeast of Cyprus.
Between 1956 and 1974, Troulli was mined on and off as a small-scale open pit,
leaving behind the vast majority of the then-known 'orebody' and the remnants
of the processing plant.
Since CMR's listing, drilling, geophysics, and geochemical surveys show that
Troulli's mineralisation is more extensive than understood in the 1970s and we
believe is likely to extend to the east, towards the Mavramouti and
Kokkinapetra prospects. These prospects are located 300m and 1500m away from
the Troulli open pit, on the same trend. The mineralised trend from Troulli to
Kokkinapetra appears to have been disrupted by faulting, making it challenging
to explore. However, it is likely that mineralised blocks remain to be
discovered beneath cover between the prospects.
Following 3,393m metres of drilling in 4Q21 and early 1Q22, Troulli's Maiden
Resource Estimate was published in April. This was an excellent effort, given
that drilling began as recently as September 2021 and is a testament to the
hard work of the in-country operations team, Cypriot and junior expatriate
geologists supported by service providers from Europe and the UK, as well as
the Mines Service Department of Cyprus.
The main resource area is in and around the historical open pit. A follow-on
drill programme began in early July 2022, post period end, to infill gaps in
the resource. Assay results are still pending, although core logging work
shows sulphide mineralisation in 80% of the holes drilled. The mineralisation
logged is consistent with the previous drilling and is dominated by
disseminated sulphides and veinlets.
The next phase of exploration is designed to determine to what extent Troulli,
Mavramouti and Kokkinopetra are connected. It is clear they sit on the same
structures and were part of the same mineralising events, and the 11,200m of
IP geophysics in July 2022 shows several exciting conductors which is
encouraging for continuing sulphide mineralisation along the structures. A
24,000m ground magnetic survey was also carried out over the same area, which
should help delineate other potential structural controls. These conceptual
targets need to be drill-tested and it's too early to tell how wide, deep or
continuous the mineralisation may be.
Management maintains its belief that Troulli is one of the best copper-gold
projects in Cyprus and the most likely to become an operating mine. We do,
however have a difference of opinion with the previous management regarding
the time it will take to reach a construction decision. There are some
advantages in fast-tracking a project into production, although this approach
often only benefits short-term investors, some of whom have moved on to the
next story before the hard work of permitting, funding, and construction
begins.
There are numerous risks to rushing the development process, not least
potential delays to receiving the environmental permits and a mining license.
If technical work is lacking in any area, such as the design of the tailings
facility, dust control measures, water usage or noise pollution estimates, the
development team may be requested to revisit its studies.
At Troulli the fauna and flora baseline studies are complete, and this will be
followed by water and meteorological surveys. A meeting held last week with
our Cyprus environmental consultants confirmed that once the baseline studies
and feasibility study are complete, they will require 12 months to finalise
and submit the environmental impact assessment. Following the submission,
government agencies will need 9 to 12 months to make a decision on the mining
license. Concurrent to this, there will be time to complete the social
licensing process, including community engagement and consultation meetings.
In terms of Troulli's economic studies, the next task is to commission an
independent scoping study. The equivalent study by the old Board was in our
opinion not to acceptable global standards.
Aside from positive progress at Troulli, there have been disappointing
outcomes in Cyprus. Most disappointing was the Cyprus Ministry of Defence's
decision to implement a 700m buffer zone around military installations in the
Kalavasos region. This led directly to the Mines Service Department's decision
not to renew our main Kalavasos exploration permit. Although we respect the
MoD's position, we note that the Ministry approved the licence's renewal on
three separate occasions over a period of 12 years leading to many years of
rental payments and some early-stage exploration expenditure. We are
evaluating our options in relation to the permit and potential compensation.
On a more positive note, we are now evaluating metals projects beyond Cyprus
as part of our refreshed strategic alliance with EV Metals. We fully expect
this to lead to more exciting opportunities, better aligned, in terms of both
project scale and type, to EV Metals' green economy focus".
Chairman's Review of Year to date
With my maiden statement as Chairman of CMR, I would have preferred to present
a positive start to my appointment. However, sadly this is not the case.
I joined the Company as Executive Chairman close to the end of the period. My
first job was to undertake a detailed review of the Company, its strategy and
assets. This review established that amongst other things the original Board
had little appetite to take CMR forward, hence the change of emphasis away
from Cyprus via a new team that would concentrate on Southern African
projects. It was quickly evident that this was not considered to be in the
best interests of, nor discussed with or even supported by the Company's major
shareholders. Accordingly, the strategy was aborted. The new Board is now
committed to maximising the significant opportunities presented by the
Company's strategic alliance with its major shareholder, EV Metals ("EVM"),
opportunities that mistakenly were not capitalised on by the previous
management.
I would like to use this statement to give confidence to our faithful
long-term holders of stock since the listing on 19 March 2021 and to all those
new shareholders that have invested between the listing and today. I believe
strongly that significant shareholder value can be delivered if we remain
focused on taking the opportunities presented by the EVM alliance.
As announced, as part of the alliance, Caerus is the preferred vehicle by
which EVM will further its ambitions in the European raw materials market via
acquiring advanced mining and production projects that support the EV
transition. These projects will guarantee EVM security of supply and ongoing
compliance with Rules of Origin, Trade and Co-operation Agreement (TCA)
legislation. They will also help EVM's future OEM customers benefit from
government support schemes such as the USA's recently announced Inflation
Reduction Act. As part of this, the Company continues to review several
exciting investment opportunities and is in early-stage discussions with
several potential targets that offer exposure to key clean energy
commodities.
Whilst the Company will be unswerving in focus on this strategy, it must
address the ongoing issues created by the previous management.
Firstly, I draw your attention to note 2 in the accounts. The Troulli JV
stipulates that both parties share the costs during the exploration phase,
agreeing to pay up to US$500,000 each. The funds are required 45 days prior to
commencement of an agreed work programme. We have established that despite CMR
requesting funds, to date, the Company has not received any payments. The
estimated credit loss of £302,886 in note 2 is largely a result of this. As a
result, CMR has funded the Troulli project 100% and should by now have
received at least US$500,000 in line with the JV's terms.
I would like to refer to our CEO's announcements of the 12 July and 5
September, which provided important updates in relation to Kalavasos and a
disputed liability with BMG Resources. A contingent liability of A$2m now
exists at NCC due to an amendment to the original share purchase
agreement with BMG. This agreement, dated May 2021, left BMG believing it has
the right to sell the remaining 10% of the Kalavasos project for A$2m rather
than an increase of net smelter royalties from 1% to 2% until the A$2m
consideration had been settled.
To add to the issues, our RNS dated 5 September, advised the market that
through the Cypriot Mines Service Department, the MoD has formally notified
CMR that its main Kalavasos licence would not be renewed. This has devalued
the original NCC acquired assets and led to a net impairment loss of £667,075
as shown in note 4 to the accounts.
Our investigation is examining why the original Board were not aware that the
MoD had implemented a 700 m buffer zone within our main Kalavasos assets,
restricting all planned exploration.
The ongoing investigation has established that there have been historical
failings in corporate governance. One example relates to undisclosed warrant
issues and exercise price changes during the period, transactions which are
detailed in note 7.
The new Board has reviewed its policies and procedures and is confident it has
the appropriate systems in place. This will ensure there can be no
reoccurrence of the lapses in corporate governance described above. The new
Board and its non-executive directors have extensive public company experience
including dealing with corporate governance issues.
The new Board is now focused on completing its investigations into the issues
above and quickly resolving them whilst progressing the considerable
opportunities that the EVM strategic alliance continues to present in multiple
territories. Critically, we will ensure that sound corporate governance is now
fully embedded into CMR across the organisation. This will ensure we can
deliver sustainable long-term shareholder growth from the EVM alliance's
opportunities.
Financials
During the period the Group made a pre-tax loss of £1,391,356 (six months
ended 30 June 2021: loss of £415,553). This includes a one-off net impairment
on licence disposal of £667,075 and an estimated credit loss of £352,885.
The net assets of the Group decreased from £4.9m as of 31 December 2021 to
£3.7m as at 30 June 2022 mainly as a result of these impairments.
During the period, the net cash outflow from operating activities was
£343,382 and the net cash position decreased by £1.1m to £1.4m.
Directors' Responsibility Statement
The Directors confirm that these condensed interim financial statements have
been prepared in accordance with UK adopted International Accounting Standard
34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency
Rules sourcebook of the United Kingdom's Financial Conduct Authority and that
the interim management report includes a fair review of the information
required by DTR 4.2.7 and DTR 4.2.8, namely:
· an indication of important events that have occurred during the first
six months and their impact on the condensed set of financial statements, and
a description of the principal risks and uncertainties for the remaining six
months of the financial year; and
· material related-party transactions in the first six months and any
material changes in the related-party transactions described in the last
annual report.
The interim report was approved by the Board of Directors and the above
responsibility statement was signed on its behalf by:
Chris Lambert
Executive Chairman
30 September 2022
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive
Income
Six months to 31 June 2022 (unaudited) Six months to 31 June 2021 (unaudited)
Note £ £
Administrative expenses 3 (724,268) (414,543)
Net impairment on licence disposal 4 (667,075) -
Finance costs (13) (1,010)
Operating loss and loss before taxation (1,391,356) (415,553)
Income tax expense - -
Loss after taxation (1,391,356) (415,553)
Loss for the period (1,391,356) (415,553)
Items that may be reclassified subsequently to profit and loss:
Exchange differences on translation of foreign operations (18,932) 7,252
(1,410,288) (408,301)
Total comprehensive loss attributable to:
Owners of Caerus Mineral Resources plc (1,389,620) (403,761)
Non-controlling interests (20,668) (4,540)
Earnings per share:
Basic and diluted (£) 8 (0.023) (0.0105)
All activities relate to continuing operations.
The above condensed Consolidated Statement of Profit or Loss and Other
Comprehensive Income should be read in conjunction with the accompanying
notes.
Condensed Consolidated Statement of Financial Position
As at As at
30 June 31 December
2022 2021
Note £ £
ASSETS
Non-current assets
Intangible assets 5 2,398,598 2,578,529
Tangible assets 33,006 20,800
Total non-current assets 2,431,604 2,599,329
Current assets
Other receivables 165,395 432,239
Cash and cash equivalents 1,389,167 2,508,108
Total current assets 1,554,562 2,940,347
Total assets 3,986,166 5,539,676
LIABILITIES
Non-current liabilities
Borrowings (515) (504)
Deferred tax liabilities 4 (146,199) (246,840)
Financial liability - contingent consideration 4 - (186,916)
Total non-current liabilities (146,714) (434,260)
Current liabilities
Trade and other payables (183,917) (154,099)
Total current liabilities (183,917) (154,099)
Total liabilities (330,631) (588,359)
Net assets 3,655,535 4,951,317
EQUITY
Share capital 6 612,113 612,113
Share premium 6 5,840,002 5,840,002
Share-based payment reserve 215,245 98,917
Foreign exchange reserve (38,531) (19,599)
Retained earnings (2,883,579) (1,512,891)
Capital and reserves attributable to owners of Caerus Mineral Resources plc 3,745,250 5,018,542
Non-controlling interests (89,715) (67,225)
Total equity 3,655,535 4,951,317
The above Condensed Consolidated Financial Statements should be read in
conjunction with the accompanying notes.
The Financial Statements were approved and authorised for issue by the Board
on 30 September 2022 and were signed on its behalf by: Charlie Long, Director
Share Share Retained earnings Foreign exchange reserve Non-controlling interest Total
capital premium
Share-based payment reserve
£ £ £ £ £ £ £
Balance as at 30 June 2021 537,113 4,524,135 87,185 (1,106,643) (6,913) 107,774 4,142,651
Comprehensive income
Loss for the 6 months - - - (406,248) - (166,169) (572,417)
Exchange differences on translation of foreign operations - - - - (12,686) (8,830) (21,516)
Total comprehensive income for the 6 months - - - (406,248) (12,686) (174,999) (593,933)
Transactions with owners recognised directly in equity
Issue of shares 75,000 1,425,000 - - - - 1,500,000
Cost of shares issued - (109,133) - - - - (109,133)
Issue of Warrants - - 11,732 - - - 11,732
Total transactions with owners recognised directly in equity 75,000 1,315,867 11,732 - - - 1,402,599
Balance as at 31 December 2021 612,113 5,840,002 98,917 (1,512,891) (19,599) (67,225) 4,951,317
Comprehensive income
Loss for the 6 months - - - (1,370,688) - (20,668) (1,391,356)
Exchange differences on translation of foreign operations - - - - (18,932) (1,822) (20,754)
Total comprehensive income for the 6 months - - - (1,370,688) (18,932) (22,490) (1,412,110)
Transactions with owners recognised directly in equity
Issue of Warrants - - 116,328 - - - 116,328
Total transactions with owners recognised directly in equity
- - 116,328 - - - 116,328
Balance as at 30 June 2022
612,113 5,840,002 215,245 (2,883,579) (38,531) (89,715) 3,655,535
Condensed Consolidated Statement of Cash Flows
6 month 6 month
period ended period ended
30 June 30 June
2022 2021
Notes £ £
Cash flow from operating activities
Loss for the period before taxation (1,391,356) (415,553)
Adjustments for:
Interest expense 13 1,010
Depreciation 11,926 -
Impairment of financial assets 3 352,885 -
Impairment of assets (net of tax) 4 853,989 -
Write back of contingent consideration 4 (186,914) -
Share based payment expense 116,326 69,388
Foreign exchange gain on financial assets (44,034) -
Operating cash flows before movements in working capital
(287,165) (345,155)
(Increase) in receivables (86,043) (144,790)
Increase/(decrease) in accounts payable and accrued liabilities
29,826 (50,371)
Net cash used in operating activities (343,382) (540,316)
Cash flow from investing activities
Expenditure on intangible assets (730,666) (88,347)
Expenditure on tangible assets (24,133) (1,892)
Net cash used in investing activities (754,799) (90,239)
Cash flow from financing activities
Interest paid (13) (1,010)
Proceeds from the issue of equity - 2,550,000
Share issue costs - (187,620)
Net cash (outflow)/inflow from financing activities (13) 2,361,370
Net (decrease)/increase in cash and cash equivalents
(1,098,194) 1,730,815
Effect of exchange rates on cash (20,747) -
Cash and cash equivalent at beginning of the half year
2,508,108 137,906
Cash and cash equivalent at end of the half year
1,389,167 1,868,721
The above condensed Consolidated Statement of Cash Flows should be read in
conjunction with the accompanying notes.
Notes to the condensed interim financial statements
1. General information
The principal activity of the Company and its subsidiaries (the Group) is in
mineral exploration and the development of appropriate exploration projects.
The Company's registered office is at Eccleston Yards, 25 Eccleston Place,
London, SW1W 9NF. Its shares are listed on the Main Market of the London
Stock Exchange under the Standard Segment of the Official List under the
ticker "LSE:CMRS".
2. BASIS of PREPARATION
These condensed interim financial statements are for the six months ended 30
June 2022 and have been prepared in accordance with the accounting policies
adopted in the Group's most recent annual financial statements for the year
ended 31 December 2021.
The Group have chosen to adopt IAS 34 "Interim Financial Reporting" in
preparing this interim financial information. They do not include all the
information required in annual financial statements, and they should be read
in conjunction with the consolidated financial statements for the year ended
31 December 2021 and any public announcements made by Caerus Mineral Resources
Plc ("CMR") during the interim reporting period.
The business is not considered to be seasonal in nature.
The functional currency for each entity in the Group is determined as the
currency of the primary economic environment in which it operates. The
functional currency of the parent company CMR is Pounds Sterling (£) as this
is the currency that finance is raised in. The functional currency of its
subsidiaries is the Euro as this is the currency that mainly influences
labour, material and other costs of providing services. The Group has chosen
to present its consolidated financial statements in Pounds Sterling (£), as
the Directors believe it is a more convenient presentational currency for
users of the consolidated financial statements. Foreign operations are
included in accordance with the policies set out in the Annual Report and
Accounts.
The condensed interim financial statements have been approved for issue by the
Board of Directors on 30 September 2022.
New standards, amendments and interpretations adopted by the Group.
During the current period the Group adopted all the new and revised standards,
amendments and interpretations that are relevant to its operations and are
effective for accounting periods beginning on 1 January 2022. This adoption
did not have a material effect on the accounting policies of the Group.
New standards, amendments and interpretations not yet adopted by the Group.
The standards and interpretations that are relevant to the Group, issued, but
not yet effective, up to the date of these interim Financial Statements have
been evaluated by the Directors and they do not consider that there will be a
material impact of transition on the financial statements.
Going concern
The condensed interim financial statements have been prepared on the
assumption that the Group will continue as a going concern. Under the going
concern assumption, an entity is ordinarily viewed as continuing in business
for the foreseeable future with neither the intention nor the necessity of
liquidation, ceasing trading or seeking protection from creditors pursuant to
laws or regulations. In assessing whether the going concern assumption is
appropriate, the Directors take into account all available information for the
foreseeable future, in particular for the twelve months from the date of
approval of the condensed interim financial statements.
Following the review of ongoing performance and cash flows, the Directors have
a reasonable expectation that the Group has adequate resources to continue
operational existence for the foreseeable future. The Directors have also
considered the consequences of Covid-19 and other events and conditions, and
it has determined that they do not create a material uncertainty that casts
significant doubt upon the entity's ability to continue as a going concern.
Risks and uncertainties
The Directors continuously assess and monitor the key risks of the business.
The key risks that could affect the Group's medium-term performance and the
factors that mitigate those risks have not substantially changed from those
set out in the Group's most recent annual financial statements for the year
ended 31 December 2021.
Critical accounting estimates
The preparation of condensed interim financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities at the end of the reporting period. Significant items subject
to such estimates are set out in Group's most recent annual financial
statements for the year ended 31 December 2021. The nature and amounts of
such estimates have not changed during the interim period except as stated
below.
Contingent consideration
Following a review of the licences originally acquired with the acquisition of
the NCC Group, the Directors have concluded that the milestones to trigger the
Contingent Consideration will not be met and therefore have released this
contingency of £186,914 in the current period.
Impairment of exploration and evaluation assets
The Company reported on 5 September 2022 that licence Kalavasos East AE4811
would not be renewed by the Cyprus Mines Service Department due to the
withdrawal of consent by the Cyprus Ministry of Defence to have access to this
area. This decision has triggered an impairment review of those intangible
assets held in relation to this licence and has resulted in a net impairment
on licence disposal of £667,075.
Impairment of financial assets - estimated credit losses
The Group applies the IFRS 9 simplified approach to measuring expected credit
losses which uses a lifetime expected loss allowance for all receivables. To
measure the expected credit losses, receivables have been grouped based on
shared credit risk characteristics and the days past due. The loss
allowance as at 30 June 2022 (31 December 2021:£nil) was determined as
follows:
30 June 2022 More than 60 days past due More than 120 days past due
Expected loss rate 50% 100%
Gross carrying amount £100,000 £302,886
Loss allowance £50,000 £302,886
Receivables are written off where there is no reasonable expectation of
recovery. Indicators that there is no reasonable expectation of recovery
include, amongst others, the failure of a debtor to engage in a repayment
plan, and a failure to make contractual payments for a period of greater than
120 days past due. Impairment losses on receivables are presented as net
impairment losses within operating losses. Subsequent recoveries of amounts
previously written off are credited against the same line item.
3. ADMINISTRATIVE EXPENSES
6 months to 30 June 2022 6 months to 30 June 2021
£ £
Wages and salaries 124,655 77,669
Regulatory fees 22,449 25,351
Share-based payments 116,327 69,388
Estimated credit loss 352,886 -
Foreign exchange 44,034 19,747
Legal and Professional fees 35,853 119,679
Other 28,064 102,709
724,268 414,543
4. NET IMPAIRMENT ON LICENCE DISPOSAL
6 months to 30 June 2022
£
Impairment on intangibles acquired 905,769
Impairment on capitalised intangibles 48,861
Reversal of deferred tax liability (100,641)
853,989
Reversal of contingent liability (186,914)
667,075
5. INTANGIBLE ASSETS
The intangible assets held by the Group decreased primarily due to the
impairment of the Exploration and Evaluation Assets due to the non-renewal of
certain licences held by the NCC Group.
Exploration and Evaluation assets
£
Cost and carrying amount
At 30 June 2021 2,619,820
Acquisitions 250,792
Disposals (517,966)
Impairment on licence disposal (118,690)
Additions 344,573
At 31 December 2021 2,578,529
Impairment on licence disposal (853,989)
Additions to exploration assets 671,262
Foreign exchange movement 2,796
At 30 June 2021 2,398,598
6. SHARE CAPITAL AND SHARE PREMIUM
Number of shares - Ordinary Share Capital Share Premium Total
£
£
£
As at 31 December 2020 23,900,000 239,000 1,627,665 1,866,665
Issued 19 March 2021 26,500,000 265,000 2,385,000 2,650,000
Issued 11 June 2021 3,311,258 33,113 716,887 750,000
Cost of shares issued - - (205,417) (205,417)
As at 30 June 2021 53,711,258 537,113 4,524,135 5,061,248
Issued 5 October 2021 7,500,000 75,000 1,425,000 1,500,000
Cost of shares issued (109,133) (109,133)
As at 31 December 2021 61,211,258 612,113 5,840,002 6,452,115
As at 30 June 2022 61,211,258 612,113 5,840,002 6,452,115
7. WARRANTS
The Group has issued the following warrants, which are still in force at the
balance sheet date.
Date of Issue Reason for issue No. of warrants Exercise price pence per share Expiry Date
25/01/2018 Founder warrants - dated from Admission 2,100,000 5.0 19.03.24
25/01/2018 Seed/investor warrants - dated from Admission 2,300,000 5.0 06.04.25
25/01/2018 Investor warrants - dated from Admission 1,000,000 5.0 19.03.23
19/03/2021 Broker warrants - Share issue 3,360,000 12.5 19.03.23
19/03/2021 Bonus warrants - Employee compensation 2,000,000 5.0p 19.03.23
16/06/2021 Performance warrants- Employee compensation 2,000,000 12.5p 10.01.25
16/06/2021 Introduction warrants - Cost of services 441,174 20.0p 16.06.23
05/10/2021 Placing warrants - Share issue 3,750,000 30.0p 05.10.23
05/10/2021 Broker warrants - Cost of services 432,000 20.0p 05.10.24
07/01/2022 Bonus warrants - Employee compensation 1,000,000 5.0p 07.01.25
18,383,174
On 6 April 2022, the expiry date of the Seed warrants was extended from 19
March 2021 to 6 April 2025. On 7 January 2022, 1,000,000 Bonus warrants were
issued to Professor Michael Johnson at a price of 7.5p per share with an
expiry date of 7 January 2025. These were issued in lieu of salary. The
exercise price was subsequently reduced on 28 April 2022 to 5p per share.
On 10 January 2022, the exercise price of the Performance warrants, issued to
Martyn Churchouse, was reduced to 12.5p and the expiry date was extended to 10
January 2025. On 3 May 2022, the exercise price of the 2,000,000 Bonus
warrants, previously issued to Professor Michael Johnson was reduced to 5p.
The Board is looking to cancel certain warrants owned by the previous
directors due to incomplete disclosure issues. Progress on this issue will
be announced to the market in due course.
8. EARNINGS PER SHARE
The calculation for basic earnings per Ordinary Share is based on the profit
after income tax attributable to equity Shareholder for the period and is as
follows:
Six months to 30 June 2021 Six months to 30 June 2021
Loss attributable to equity Shareholders (£) (1,391,356) (415,553)
Weighted average number of Ordinary shares 61,211,258 39,413,411
Loss per Ordinary share (£) (0.023) (0.0105)
Earnings per Ordinary share are calculated using the weighted average number
of Ordinary shares in issue during the period. A loss was made during the
period and diluted EPS are therefore equal to undiluted EPS.
9. PROVISIONS AND CONTINGENT LIABILITIES
In relation to the amended share purchase agreement between BMG Resources,
New Cyprus Copper P.A. Ltd and Treasure Development Limited, the Directors
believe that BMG Resources' A$2m claim is without merit and is unlikely to be
realised. The Directors are also of the opinion that the claimant has no
recourse to assets beyond those within the subsidiaries concerned. Therefore,
no provision has been included in these interim condensed consolidated
financial statements.
10. SUBSEQUENT EVENTS
Michael Johnson's shareholding included in the Report and Accounts for the
year ended 31 December 2021 was incorrectly reported. Based on Michael
Johnson's TR1 disclosures of 28 September 2022, his holding was 5.1m
ordinary shares and an 8.3% interest in the Company as
at 27 September 2021.
Although the Board believes Michael Johnson made no CMR share acquisitions or
disposals between 27 September 2021 and 31 December 2021, it is of the opinion
that there remain inconsistencies with these TR1 disclosures.
There have been no other post balance sheet events to report.
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