Final Results
28/04/2023 07:00
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RNS Number : 8522X URA Holdings PLC 28 April 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET
ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK
MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
28 April 2023
URA Holdings plc
("URA" or the "Company")
HIGHLIGHTS
* Reconstruction, refinance and re-listing of in February 2022
* Acquisition of the historic Gravelotte Emerald mine on extremely favourable
terms
* Maiden JORC resource established for Gravelotte of 29 million carats with
exploration target of up to 344 million carats
* Gravelotte existing infrastructure refurbished and upgraded for resumption of
mining
* Plan to resume initial mining operations in near term
The Directors of URA are pleased to present the audited financial statements
of URA Holdings plc for the year ended 31 December 2022.
URA Holdings plc (LSE: URAH), the mineral exploration group listed on the
Standard List segment of the main market of the London Stock Exchange
announces its audited financial statements for the year ended 31 December
2022. The full report is available on the Company's website
at www.uraholdingsplc.co.uk (https://uraholdingsplc.co.uk/index.php) . In
accordance with Listing Rule 9.6.1 of the UK Financial Conduct Authority
("FCA"), a copy of the 2022 Annual Report will also be submitted to the FCA
via the National Storage Mechanism and will shortly be available to the public
for inspection at:
ttps://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
(https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism)
Chairman's Statement
I am pleased to announce the Company's and the Group's results for the
financial year ended 31 December 2022, during which we completed its
reconstruction, refinancing and relisting, acquired two exploration licences
in eastern Zambia and, most importantly, acquired on exceptionally favourable
terms a South African former emerald mine - Gravelotte emerald mine
("Gravelotte"), via the acquisition of G.E.M Venus (Proprietary) Limited
('G.E.M') - which was at one stage the world's largest emerald producer and
which we believe can again become a major producer.
Early in the year, we completed a long-awaited rescue reconstruction and
placing, raising £1.05m at 2p per share together with the two Zambian
licences referred to above, as a result of which we were able to achieve a
listing on the London Stock Exchange. At the same time, we completed the
acquisition of the Zambian licences some further detail of which is given
later in my statement.
The most significant event during the year, however, took place soon after, on
24th March, when we were given the opportunity to acquire Gravelotte, an
opportunity which arose when its then owner, Magnum Mining and Exploration
Limited, decided for commercial reasons that it needed quickly to dispose of
it. That company had carried out sufficient work on the property to indicate
that emeralds in commercial quantities were still present on the site but, due
to internal strategy, they were not able to bring it back into production.
After due diligence, we came to the conclusion that there were sufficient
commercially exploitable resources on site at Gravelotte and that mining
operations - which were and remain entirely open cast in nature - could be
renewed at low cost. Indeed, we came to the conclusion that, especially on the
acquisition terms available, it was an opportunity not to be missed.
Consequently, we completed and announced the acquisition of G.E.M on 24 March
2022, subject to conditions which have subsequently been satisfied or waived,
and the acquisition was finally completed, as we announced, after the end of
the financial year under review, on 27 February 2023. The terms of the
acquisition are described in greater detail elsewhere in these financial
statements but in broad terms, we paid only £100,000 in URA ordinary shares
plus a royalty payment of AUD200,000 in cash for each 5,000,000 carats of
emeralds produced up to a maximum aggregate amount of AUD2,000,000. We have in
fact acquired a 76% holding in G.E.M, the remainder being held by an African
company for the benefit of the local community and workforce, which we regard,
in a positive light from an incentive point of view as well as its being in
line with South African ownership requirements.
At this point, I should say that this acquisition may appear a little out of
line with our initial direction, which was the acquisition, exploration and
eventual production of critical minerals, but we have always indicated that we
would be seeking opportunistic mining and mineral projects with a Southern
Africa focus and the acquisition of Gravelotte fits very well into that
policy. It is fair to say that our focus for the present will be the
redevelopment of this exceptional emerald opportunity and that our work since
the conditional acquisition of Gravelotte has been focussed upon this.
In particular, we have done our own work to evaluate the extent of the emerald
resource we have acquired, to validate the financial model for bringing it
back into profitable production and to repair and modernise the onsite mining
infrastructure. The acquisition brought with it an able and experienced site
manager who we have retained. It requires only very limited additional
resources for new mining, grading and sorting equipment to bring the mine back
into production and to reach the profitability, which we believe, can be
rapidly achieved.
Our first need was to establish the extent of the resource acquired and to
this end, we engaged the prominent mining consultants, A.C.A Howe, to do so.
Fortunately, A.C.A Howe had previous experience on site from some years ago
and this initial knowledge was of assistance. We decided to focus on those
areas, which had been previously mined successfully, and at this stage to give
limited attention to other areas on the geographically much wider licence area
as a whole, which is considerably larger. Although, it took some months to
complete this work, the results were announced on 21 November 2022 and they
indicated a resource substantially larger than we had expected.
Taking only two of the previously mined areas - the Cobra Deposit and the
Discovery Deposit - an available resource of some 29 million carats was
established, a very much greater figure than that estimated by the vendors at
the time we acquired Gravelotte. In addition to this, an estimated resource
between 168 million and 344 million was indicated across the entire licence
area. This is way beyond our reasonable expectations - even based on the
smaller figure above there are many years of mine life at potentially very
profitable levels of production remaining. Based on very conservative
estimates derived from the prices obtained at auction by Gemfields plc, the
largest current operator in the coloured stones market, the available resource
would have a gross value of some $260 million - our present market
capitalisation is a tiny fraction of that and this figure puts no value at all
on the much larger indicated resource.
Recent months have been spent refurbishing and upgrading the facilities at
Gravelotte, which, although disused for many years, remained in a reasonably
good state of repair and consist of housing facilities for senior staff,
operational buildings, security fencing and some mining equipment. We have
also reviewed the financial development and operating plans and
sourced/negotiated the key equipment, which we need to purchase, which include
an optical sorter that will be able to sort the stones without the need for
the sizeable complement of individual human sorters previously needed.
We will need a modest amount of additional capital to re-equip and to bring
the mine back into production but we continue to believe this can be done
rapidly and very economically. Our intention is to bring the mine back into
profitable production in the near term and to look to expand the operations
once this first stage has been achieved. We will also in due course carry out
additional detailed exploration to establish the full extent of the reserves,
though we do not consider this a priority at the present stage.
As of 27 February 2023, we have completed the Gravelotte acquisition,
following the satisfaction or waiver of the conditions precedent. We are
therefore now the owner of G.E.M and hence of Gravelotte. As the unconditional
acquisition of G.E.M was not completed until after the end of the period ended
31 December 2022, its accounts are not consolidated into the report and
accounts for that period. They will of course be included in the future
results and accounts of the Company.
As shareholders are aware, we also acquired two mineral exploration licences
in eastern Zambia on completion of the Company's relisting and prior to the
Gravelotte transaction. These licences were in one case for graphite, which
appears to be present in significant quantities while the other has
potentially commercial quantities of coltan (containing niobium &
tantalum), lithium, and rare earth elements (REEs). While we believe these to
be potentially valuable, we are, as I have already said, focused for the
present on the restoration of emerald production on the South African licence
area. We expect to return to working on these Zambian licences once the
resuscitation of Gravelotte has been completed.
The results for the period to 31 December 2022 have limited relevance going
forward. In the period in question, the group incurred a loss of £1,012,000
(2021: - £289,000) before tax, of which £117,000 related to the costs of
completing the relisting of the Company's shares and the associated
fundraising and approximately £402,000 represents operational and due
diligence costs. Net assets of the group at the period end were £1,263,000
which, as I mentioned above does not include the assets of G.E.M.
Since receiving A.C.A. Howe's report, we have been continuing preparations on
site at Gravelotte and now believe we are in a position to move towards
production there. We will of course require additional funding to do so -
though I want to emphasise again the modest level of such required funding -
and we hope to bring such funding into the Company in the near future.
It only remains for me to thank our directors, in particular our experienced
CEO, Bernard Olivier, who is resident in South Africa, and our at present
small scale staff for their work and efforts to date and look forward to
bringing Gravelotte back into profitable operation as soon as possible and
delivering significant value to shareholders.
Edward Nealon
Chairman
Date: 28 April 2023
Strategic Report
The Directors present their Strategic Report for the year ended 31 December
2022.
Principal Activities
Throughout the period under review, the Company was a mining exploration
company. The principal activity of the Company during that period was to
develop its acquired exploration assets with the aim of potentially creating
significant value for shareholders in the form of capital growth and/or
dividends.
The Company's strategy during the reporting period was to:
· use the in-house skills of the Directors to seek mineral
exploration opportunities and to demonstrate the potential of projects which
can then be sold for equity/cash/royalties or be farmed out. Further
development will be considered for low-cost assets. In some cases, they may
sell the project outright at that stage if that is deemed to be of greater
benefit to shareholders
· Minimize the Company's and shareholders' value risk
exposure.
Review of Business and Development in the Year
A review of the period's activities and future prospects is contained in the
Chairman's Statement.
Financial and Performance Review
The Group and the Company did not have any income producing assets during the
period under review.
The results for the Group and the Company are set out in detail in the
financial statements. The group reports a loss of £1,012,000 for the year
ended 31 December 2022 (2021: loss £289,000).
Key Performance Indicators
The usual financial key performance indicators do not apply to a company with
no revenue. The Group's and the Company's primary financial key performance
indicator ('KPI') at this stage of its development is the monitoring of its
cash balances. The Group's and the Company's cash at 31 December 2022 was
£362,000 (2021: £99,000). The critical non-financial KPI during the period
was the ability of the Company to complete an acquisition or achieve an IPO,
which it achieved.
Risk & Uncertainties
The Board regularly reviews the risks to which the Company is exposed and
ensures through its meetings and regular reporting that these risks are
minimised as far as possible.
Principal risks and uncertainties facing the Company during the period under
review included but were not limited to:
· Raising sufficient new equity to enable the Company to
remain quoted on a public market, carry out the required activities to
maintain its licences in Zambia and complete the acquisition of GEM.
Promotion of the Company for the benefit of the members as a whole
The Directors believe they have acted in the way most likely to promote the
success of the Company for the benefit of its members as a whole, as required
by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
· Consider the likely consequences of any decision in the
long term;
· Act fairly between members of the Company;
· Maintain a reputation for high standards of business
conduct;
· Consider the interest of the Company's employees;
· Foster the Company's relationships with suppliers,
customers and others; and
· Consider the impact of the Company's operations on the
community and the environment.
The Company has sought to act in a way that upholds these principles. The
Directors believe that the application of s172 requirements can be
demonstrated in relation to some of the key decisions made and actions taken
during the year.
Category How the Directors have engaged Impact of action
Shareholders and investors The Directors have communicated regularly with its shareholders and investors The Company has received positive feedback from shareholders and is now listed
via public announcements and the publication of a prospectus. on the Standard List and is trading on the Main Market of the London Stock
Exchange.
The Directors have also since the end of the period under review achieved the
relisting of the Company.
Suppliers The Company has focused on developing long term and mutually beneficial Relationships have been maintained with all suppliers in place at the
relationships with its suppliers. beginning of the period.
Employees Whilst the Company is small, it makes sure that it works closely with its There was no change in employed personnel during the period.
employees and Directors, keeping them all closely and regularly informed of
all developments at the Company.
Environmental, social and governance ("ESG") The Directors acknowledge that our business activities could affect the No environmental or safety incidents were reported during the year.
society and environment around us, and that we have an opportunity and an
implicit duty to ensure this impact is positive.
Its members will be fully aware, through detailed announcements, shareholder
meetings and financial communications, of the Board's broad and specific
intentions and the rationale for its decisions. The Company pays its employees
and creditors promptly and keeps its costs to a minimum to protect
shareholders funds. When selecting investments, issues such as the impact on
the community and the environment have actively been taken into consideration.
Use of financial instruments
The Company's financial risk management objectives are to minimise its
liabilities, to fund its activities through equity financing and to ensure the
Company has sufficient working capital to pursue its corporate strategic
objectives.
Edward Nealon
Chairman
Date: 28 April 2023
Directors' Report
The Directors present their Directors' Report together with the audited
financial statements of URA Holdings Plc (the "Company" or "URA"). A
commentary on the business for the year is included in the Chairman's
Statement on page 3. A review of the business is also included in the
Strategic Report on page 6.
The shareholdings of the Directors who held office throughout the period and
at the date of publication are as follows as at the end of the period:
Name Number of Ordinary Shares Percentage of share capital
African Critical Metals Limited 60,000,000 42.30%
Ed Nealon 5,384,615 3.80%
Peter Redmond 1,051,281 0.74%
At the time of publication of the accounts Mr Mulligan and Mr Nealon are the
sole directors of Africa Critical Metals ("ACM") which in its own name holds
60,000,000 shares in the Company. The shareholding of ACM has been equally
attributed to Mr Mulligan and to Mr Nealon as the directors until such time as
the shares are distributed to the underlying shareholders.
Mr Nealon's interest in shares includes 5,384,615 shares held through his
family investment company, Almaretta Pty Ltd.
No other directors held any shares in the Company as at the above date.
Results and dividends
The results for the year ended 31 December 2022 are set out on page 5.
The Group reports a loss of £1,012,000 for the year ended 31 December 2022
(2021: loss £289,000).
There were no dividends paid in the previous financial year ending 31 December
2022.
Directors' Insurance and Indemnity Provision
The Company maintains Directors' & Officers' liability insurance which
gives appropriate cover for any legal action brought against its Directors.
In accordance with Section 234 of the Companies Act 2006, qualifying third
party indemnity provisions are in place for the Directors in respect of
liabilities incurred as a result of their office to the extent permitted by
law.
Employment Policy
It is the policy of the Company to operate a fair employment policy. No
employee or job applicant is less favourably treated than another on the
grounds of their sex, sexual orientation, age, marital status, religion, race,
nationality, ethnic or national origin, colour or disability and all
appointments and promotions are determined solely on merit. The Directors
encourage employees to be aware of all issues affecting the Company and place
considerable emphasis on employees sharing in its success.
Changes in share capital
Details of movements in share capital during the period are set out in Note 10
to these consolidated financial statements.
Pensions
The Company did not operate a pension scheme during the period and has not
paid any contributions to any scheme for Directors and employees.
All eligible Directors and employees have been invited to participate in the
Company's pension scheme with True Potential. At the time of publication all
Directors and employees have opted out of the workplace pension.
Energy and Emissions Data
As the Company has not consumed more than 40,000kwh of energy in this
reporting period, it qualifies as a law energy user under these regulations
and is not required to report on its emission, energy consumption or energy
efficiency activities.
Going concern
The directors have assessed the going concern position of the Group and the
Company as at the yearend as detailed in note 2 of these financial statements
and have accordingly adopted going concern basis in the preparation of these
financial statements.
Directors' remuneration
Details of the remuneration of the Directors can be found in Note 5 to these
accounts.
Directors' interests in transactions
Other than disclosed in Note 5 and Note 13 no Director had during, or at the
end of the period, a material interest in any contract which was significant
in relation to the Group's and Company's business.
Directors
The following Directors held office during the period:
Peter Redmond
John Treacy
Edward Nealon (Appointed 2 March 2022)
Bernard Olivier (Appointed 2 March 2022)
Sam Mulligan (Appointed 2 March 2022)
Jeremy Sturgess-Smith (Resigned 2 March 2022)
Internal controls and corporate governance
The Board is responsible for identifying and evaluating the major business
risks faced by the Company and for determining and monitoring the appropriate
course of action to manage these risks.
Subsequent events
Details of subsequent events are disclosed in Note 15 of the consolidated
financial statements.
Annual general meeting
This report and the consolidated financial statements will be presented to
shareholders for their approval at the Company's Annual General Meeting
("AGM"). The Notice of the AGM will be distributed to shareholders together
with the Annual Report.
Audit committee
The Audit and Risk Committee comprises Peter Redmond as chair and John Treacy
and will meet not less than twice a year. The Audit and Risk Committee will be
responsible for making recommendations to the Board on the appointment of
auditors and the audit fee and for ensuring that the financial performance of
the Company is properly monitored and reported. In addition, the Audit and
Risk Committee will receive and review reports from management and the
auditors relating to the interim report, the annual report and accounts and
the internal control systems of the Company.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Strategic Report, the
Directors' Report, the Remuneration Report and the consolidated financial
statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors are required to prepare financial
statements in accordance with UK adopted International Financial Reporting
Standards. Under Company Law the directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Company and profit or loss of the Company for that
year. In preparing these financial statements, the directors are required to:
• select suitable accounting policies and then apply
them consistently
• make judgements and accounting estimates that are
reasonable and prudent
• state whether applicable accounting standards, UK
adopted IFRS have been followed, subject to any material departures disclosed
and explained in the financial statements
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the Company will continue in
business
• prepare a directors' reports, strategic report and
directors' remuneration report which comply with the requirements of the
Companies Act 2006.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements and the Directors
remuneration report comply with the Companies Act 2006 and Article 4 of the
IAS Regulations. They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The Directors confirm that:
• so far as each Director is aware, there is no relevant
audit information of which the Company's auditor is unaware; and
• the Directors have taken all steps that they ought to
have taken to make themselves aware of any relevant audit information and to
establish that the auditor is aware of that information.
• the Directors are responsible for preparing the annual
report in accordance with applicable law and regulations. The Directors
consider the annual report and the financial statements, taken as a whole,
provides the information necessary to assess the Company's performance,
business model and strategy and is fair, balanced and understandable.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
Information to shareholders - Website
The Company has its own website (www.uraholdingsplc.co.uk
(http://www.uraholdingsplc.co.uk/) ) for the purposes of improving information
flow to shareholders as well as to potential investors.
Directors' Responsibilities Pursuant to DTR4
To the best of their knowledge, the Directors confirm:
• the financial statements, prepared in accordance with
the applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position of the Company and its profit or loss
as at 31 December 2022; and
• the annual report, including the Strategic Report
includes a fair review of the development and performance of the business and
the position of the Company, together with a description of the principal
risks and uncertainties faced.
Statement of disclosures to auditor
So far as all the Directors, at the time of approval of their report, are
aware:
a) there is no relevant audit information of which the
Company's auditors are unaware; and
b) each Director has taken all the steps that they ought to
have taken as Directors in order to make themselves aware of any relevant
audit information and to establish that the Company's auditors are aware of
that information.
By order of the board
Edward Nealon
Chairman
Date: 28 April 2023
Remuneration Report and Plan
Dear Shareholder,
On behalf of the Board, I am pleased to present our Remuneration Report. It
has been prepared in accordance with the requirements of The Large and
Medium-sized Companies and Groups (Accounts and Reports) (Amendment)
Regulations 2013 (the "Regulations") and, after this introductory letter, is
split into two areas: the Remuneration Policy and the Annual Report on
Remuneration.
URA was admitted to the Standard Listing and to trading on the Main Market of
the London Stock Exchange on 2 March 2022. Since the listing, URA has been a
mineral exploration company, operating its exploration assets in North-East
Zambia via its subsidiary Malaika and seeking to make further acquisitions in
the mining sector. On 24 March 2022, URA announced the acquisition of G.E.M
Venus (Proprietary) Limited, the owner of the Gravelotte emerald mine in South
Africa.
Following the appointment of Bernard Olivier (Chief Executive Officer), Ed
Nealon (Non-Executive Chairman) and Sam Mulligan (Executive Director) as
Directors on 2 March 2022 and the movement of Jeremy Sturgess-Smith to a
non-board role on the same date, the Company has five Directors, three
executive and two non-executives, and one employee. We had stated in our 25
February 2022 prospectus that the Directors will be paid annual amounts of:
· Ed Nealon - £40,000 per annum;
· Bernard Olivier - £50,000 per annum;
· Sam Mulligan - £40,000 per annum;
· Peter Redmond - £24,000 per annum; and
· John Treacy - £24,000 per annum.
No other remuneration has been paid to Directors since Admission of the shares
to trading.
The Remuneration Committee agreed that a formal review of the Remuneration of
the Board will be undertaken annually, with the first review taking place on 2
March 2023. The outcome of the review meeting was that it was deemed that the
current level of remuneration was in line with market levels having regard to
the performance and size of the Company.
On 1 September 2021, the Company adopted an unapproved share option plan,
which all executives and employees of the Company and its subsidiaries are
eligible to participate in. Full details of this plan are available in the
Prospectus published by the Company on 25 February 2022, which is available
at:
https://uraholdingsplc.co.uk/announcements-publications.php
(https://uraholdingsplc.co.uk/announcements-publications.php) .
Shareholders should note that the Company's Remuneration Policy contains
provisions that the Remuneration Committee be granted powers to set new
remuneration arrangements from time to time. As referred to above, the
Remuneration Committee implemented a new option plan. An annual review will be
undertaken to ensure Remuneration is competitive and in line with market
practice and good governance. No arrangements other than the unapproved option
plan will be implemented for the Executive Directors or any other directors or
employees until such a time as the Remuneration Committee may feel it is
appropriate. Any changes to the Remuneration Policy will be put to
shareholders at the next available Annual General Meeting.
John Treacy
Chairman of Remuneration Committee
Date: 28 April 2023
Remuneration Policy
At the Company's 2022 AGM a resolution to approve the Remuneration policy was
put to shareholders and subsequently unanimously approved. This policy has
been implemented since the date of the AGM, being 29 June 2022. It is the
Company's intention to continue with this remuneration policy for the next
twelve months.
As part of the current Remuneration Policy, the Remuneration Committee has
extensive discretionary powers to set new remuneration arrangements that are
commensurate with the business, from time to time. The Remuneration Committee
would expect to change salary levels of the existing Executive Directors, set
salaries and compensation and introduce benefits, pension, annual bonus and
long term incentive arrangements which are competitive and in line with market
practice and governance guidelines and which would be designed to align the
interests of shareholder growth and director compensation, Salaries and fees
of all Directors were agreed following the admission of the Company to the
Standard List and to trading on the Main Market of the London Stock Exchange
on 2 March 2022. No further arrangements other than the unapproved option plan
for the existing Executive Directors are intended for the existing directors
before 31 December 2022 but the Remuneration Committee will keep the matter
under review as the Company develops.
Element Detail
Base salary · Ed Nealon - £40,000 per annum;
· Bernard Olivier - £50,000 per annum;
· Sam Mulligan - £40,000 per annum;
· Peter Redmond - £24,000 per annum; and
· John Treacy - £24,000 per annum.
Benefits No benefits are currently provided. A detailed review will be undertaken on
the 12-month anniversary of publication of these accounts.
Pension All eligible Directors and employees have been invited to participate in the
Company's pension scheme with True Potential. At the time of publication,
all eligible Directors and employees have opted out.
Annual Bonus No annual bonus scheme is intended to be implemented during the current
reporting period. A detailed review will be undertaken on the 12-month
anniversary of publication of these accounts. The review will reflect the
scale and complexity of the business Company at the time. Given the strategy
of the Company, the Committee will continue to monitor this throughout the
period.
Option Plan The unapproved option plan put in place on Admission in March 2022 is intended
to support the delivery of the Company's strategy, to retain the Directors and
reward them for driving its successful delivery. At this stage the Option Plan
is the Company's sole long-term incentive plan for current Directors and
employees following admission. The Option Plan operates over a period
commencing on admission to the Standard List and trading on the Main Market of
the London Stock Exchange and ending on the 10(th) anniversary of this date (2
March 2032). For the full terms of the Option Plan, please refer to the
Company's prospectus published on its website.
(https://uraholdingsplc.co.uk/announcements-publications.php
(https://uraholdingsplc.co.uk/announcements-publications.php) ).
At the time of publication, current participants are as follows as follows:
Bernard Olivier - 8,000,000, Peter Redmond - 4,000,000 and Jeremy
Sturgess-Smith - 8,000,000.
No other incentive plan is in place.
Notice periods
The notice period for all Directors is 12 months' notice in writing.
Other Employees
Jeremy Sturgess-Smith is the Company's only employee. He also has a 12 month
notice period.
Other policy matters
Policy sections normally set out approaches in the areas of executive
recruitment, termination of employment, shareholder consultation,
consideration of employment conditions elsewhere in the Company and employee
consultation. Other than items explained above, the Company believes that
these issues are not applicable at present.
Annual Report on Remuneration
The Remuneration Committee presents its report for the year ended 31 December
2022.
The Remuneration Committee's main responsibilities
· The Remuneration Committee considers the remuneration
policy, employment terms and remuneration of the Board and advisers;
· The Remuneration Committee's role is advisory in nature,
and it makes recommendations to the Board on the overall remuneration
packages; and
· The Remuneration Committee, when considering the
remuneration packages of the Company's Board, will review the policies of
comparable companies in the industry.
Membership of the Remuneration Committee, meetings and Advisers
The Remuneration Committee is comprised of the two Non-Executive Directors and
is chaired by John Treacy. A meeting was held on 02(nd) March 2023 and the
Chairman of the Remuneration Committee presented an initial recommendation to
the Board.
The items included in this report are unaudited unless otherwise stated.
Report Approval
A resolution to approve this report will be proposed at the AGM of the
Company. The vote will have advisory status.
Directors' emoluments and compensation (audited)
Set out below are the emoluments of the Directors for the years ended 31
December 2022 and 31 December 2021:
2022 2021
£ £
Peter Redmond 24,000 10,000
John Treacy 24,000 10,000
Ed Nealon 33,333 13,333
Bernard Olivier 41,667 16,667
Sam Mulligan 33,333 13,333
Closing balance 156,333 76,666
A total of £56,667 was due to be paid prior to the Directors' accepting
appointment as a Director but is not included as relevant compensation during
the period. These funds are accrued and not yet paid.
Long term incentive plan arrangements
There is a small charge to Comprehensive Income in the year for the unapproved
option plan.
Other disclosures on remuneration during 2022 and intention for 2023
Other than the salaries and fees, detailed above in this Report, and the
Directors' and Employee option plan participation, no other remuneration was
paid, payable or is at present expected to be paid or payable for 2022. As
such, there are no further disclosures to be made in respect of salary or fee
changes for 2022, pension, benefits, annual bonus in respect of 2021 or 2022,
vesting, outstanding or forward long-term incentive plan awards. No payments
were made for loss of office during the year ended 31 December 2022.
UK 10-year performance graph against CEO remuneration
The Directors have considered the requirement for a UK 10-year performance
graph comparing the Company's Total Shareholder Return with that of a
comparable indicator. The Directors do not currently consider that including
the graph will be meaningful because the Company only listed on 2 March 2022
and is not paying dividends. The Directors intend to include such a comparison
table from 2023, if appropriate.
Relative importance of spend on pay
The Directors have considered the requirement to present information on the
relative importance of spend on pay compared to other financial metrics. Given
that the Company had no trading business in 2022, did not generate revenues or
pay dividends, the Directors do not believe it is necessary to include such
information or that it would serve any meaningful purpose at the current time.
UK Remuneration percentage changes
Listed companies are required to make disclosures in respect of percentage
year-on-year changes in the lead executive's and employee remuneration, the
ratio of the lead executive's remuneration to that of different employee
groups. These disclosures are not applicable.
Compliance with the Corporate Governance Code
The Committee has considered and will continue to monitor the regulatory
environment and in particular the revised UK Corporate Governance Code. As the
Company develops and introduces a formal remuneration policy, the Committee
will reflect on these issues. The Committee is satisfied that in respect of
2022 the remuneration policy operated as intended in terms of Company
performance and quantum.
The Committee will ensure that policies and practices are consistent with the
six factors set out in Provision 40 of the Code including Clarity, Simplicity,
Risk, Predictability, Proportionality and Alignment of Culture. Given the
limited and simple nature of existing remuneration arrangements, the Committee
believes they are consistent with these principles.
UK Directors' shares (audited)
The interests of the Directors who served during the year in the share capital
of the Company as of 31 December 2022 and at the date of this report has been
set out in the Directors' Report on page 9.
Policy Approval
As noted above it is the Company's intention to continue with the current
remuneration policy for the next twelve months.
Approved on behalf of the Board of Directors by:
John Treacy,
Chair of the Remuneration Committee
Date: 28 April 2023
Independent Auditors' Report
FOR THE YEAR ENDED 31 DECEMBER 2022
Registered number 05329401
Opinion
We have audited the financial statements of URA Holdings PLC (the 'parent
company') and its subsidiaries (the 'group') for the year ended 31 December
2022 which comprise the consolidated statement of comprehensive income,
consolidated and company statements of financial position, consolidated and
company statements of changes in equity, consolidated statement of cash flows,
and notes to the consolidated and company financial statements, including a
summary of significant accounting policies.
The financial reporting framework that has been applied in the preparation of
the group financial statements is applicable law and UK adopted International
Accounting Standards in conformity with the requirements of the Companies Act
2006. The financial reporting framework that has been applied in the
preparation of the parent company financial statements is applicable law and
United Kingdom Adopted International Accounting Standards.
In our opinion:
· the financial statements give a true and fair
view of the state of the group's and of the parent company's affairs as at 31
December 2022 and of the group's loss for the year then ended;
· the group financial statements have been properly
prepared in accordance with International Accounting Standards in conformity
with the requirements of the Companies Act 2006;
· the parent company financial statements have been
properly prepared in accordance with International Accounting Standards;
· the financial statements have been prepared in
accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Material Uncertainty related to going concern
In auditing the financial statements, we have concluded that the directors use
of the going concern basis of accounting in the preparation of the financial
statements is appropriate subject to the group's ability to raise additional
funding.
In forming our opinion on the financial statements, which is not modified, we
have considered the adequacy of the disclosures made in the director's report
and note 2 to the financial statements concerning the company's ability to
continue as a going concern and the directors' future plans for the company.
The group and company incurred a loss of £1,012,000 (2021: - £289,000)
during the year ended 31 December 2022, and at that date the group had not
generated any form of income, nor were there any expectations that it would
begin to trade and generate any income for the foreseeable future.
Notwithstanding the forgoing, the directors are confident that the group will
be able to obtain adequate resources by means of fundraising in order to
continue to meet its liabilities as they fall due for the foreseeable future
and for at least twelve months from the date of approval of these financial
statements. Accordingly, the financial statements do not include any
adjustments that would result if the group were unable to continue as a going
concern.
Our evaluation of the directors' assessment of the group's and parent
company's ability to adopt the going concern basis of accounting included:
- Obtaining an understanding of the group and parent company's
relevant controls over the
preparation and review of cash flow projections and assumptions used in the
cash flow forecasts to support the going concern assumption and assessed the
design and implementation of these controls;
- Challenging the key assumptions used in the cash flow forecasts by
agreement to historical
run rates, expenditure commitments and other supporting documentation;
- Testing the clerical accuracy of the cash flow forecasts;
- Obtaining comfort from the Corporate Brokers that funds are able to
be raised;
- Sensitivity analysis on the cash flow forecasts to assess the amount
of headroom available
to the group and parent company based on its year end cash position.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate assuming the group is able to raise
additional funds as required. Our evaluation of the directors' assessment of
the entity's ability to continue to adopt the going concern basis of
accounting included reviews of expected cash flows for a period of 12 months,
to determine expected cash burn, which was compared to the liquid assets held
in the entity.
The cashflow forecasts contained ongoing running costs of the group and
committed expenditure at the date of approving the financial statements. The
key assumptions that impacted the conclusion are the levels of future revenue
generated, and the ability to control the operating costs.
We ensured reliability of the forecasts by agreeing historical actual results
to budgeted results; challenging the current forecast and its assumptions; and
checked the clerical accuracy of management's forecasts. We also considered
the appropriateness of the group's disclosures in relation to going concern in
the financial statements.
Should the group be unable to raise sufficient funds then this may cast
significant doubt on the group's ability to continue as a going concern for a
period of at least twelve months from when the financial statements are
authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on the overall audit strategy, the allocation of
resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. This is not a complete list of
all risks identified by our audit.
· Valuation of Fixed Asset Investments - intangible assets and
investment in subsidiary undertakings.
· Going Concern basis of preparation
These are explained in more detail below:
Key audit matter
Valuation of intangible assets and investment in subsidiaries.
The Company acquired 100 shares in Malaika Exploration (Ireland) Limited
during the year for an issue of its own 60,000,000 shares at a value of £0.02
per share and are held in the financial statements at a cost of £1,200,000 as
at the year ended 31 December 2022.
The Directors have confirmed that they consider the valuation of the
investment and associated goodwill to still be appropriate as at the year
ended 31 December 2022, subject to depreciation over a 5 year period
representing the life on the underlying exploration licenses.
We identified a risk that the valuation of the investment may not be at market
value.
How our audit addressed the key audit matter
We have performed the following audit procedures:
• Agreed the valuation of the asset to the purchase price per the
share pur-chase agreement and prospectus;
• Reviewed management calculations and challenged management on their
judgements of the valuation of the investment as at 31 December 2022 and the
suitability of the deprecia-tion policy.
Key audit matter
Going concern
As disclosed in Note 2, the financial statements have been prepared on a going
concern basis.
There is the risk that the group may not be able to continue as a going
concern and finance its operations for a period of at least 12 months from the
date of approval of the financial statements.
How our audit addressed the key audit matter
We have performed the following audit procedures:
· In auditing the financial statements, we have concluded
that the director's use of the going concern basis of accounting in the
preparation of the financial statements is appropriate subject to the group
raising sufficient funds;
· Our evaluation of the directors' assessment of the
entity's ability to continue to adopt the going concern basis of accounting
included reviews of expected cash flows, inclusive of fund raising activities
for a period of 12 months, to determine expected cash burn, which was compared
to the liquid assets held in the entity;
· The cashflow forecasts contained ongoing running costs
of the group and committed expenditure at the date of approving the financial
statements.;
· We ensured reliability of the forecasts by: agreeing
historical actual results to budgeted results; challenging the current
forecast and its assumptions; and checked the clerical accuracy of
management's forecasts;
· We also considered the appropriateness of the group's
disclosures in relation to going concern in the financial statements.
Based on the work we have performed, we have identified that material
uncertainties exist that may cast significant doubt on the group's ability to
continue as a going concern for a period of at least twelve months from when
the financial statements are authorised for issue.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We
set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and
the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements
as a whole,.
Based on our professional judgment, we determined materiality for the
financial statements as a whole as follows:
Group financial statements
Overall materiality £27,900
How we determined it: Based on 2% of gross assets
Rationale for benchmark applied: We believe that gross assets is a primary
measure used by shareholders in assessing the performance of the Group.
Company Financial Statments
· £27,900
Based on 2% of gross assets capped below group materiality we believe that
gross assets is a primary.measure used by shareholders in assessing the
performance of the Company as it is the holding company within the group.
For each component in the scope of our Group audit, we allocated a materiality
that is less than our overall Group materiality. The range of materiality
allocated across components is ranged from £1,000 to £27,900.
Reporting threshold
We agreed with the Audit Committee that we would report to them misstatements
identified during our audit above £1,000 (Group audit) and £1,000 (Company
audit) as well as misstatements below those amounts that, in our view,
warranted reporting for qualitative reasons.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular, we
looked at where the directors made subjective judgments, for example in
respect of significant accounting estimates that involved making assumptions
and considering future events that are inherently uncertain. As in all of our
audits we also addressed the risk of management override of internal controls,
including evaluating whether there was evidence of bias by the directors that
represented a risk of material misstatement due to fraud.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to
be able to give an opinion on the financial statements as a whole, taking into
account the structure of the Group and the Company, the accounting processes
and controls, and the industry in which they operate.
The Group financial statements are a consolidation of 3 reporting units,
comprising the Group's operating businesses and holding companies.
We performed audits of the complete financial information of URA Holdings Plc
reporting unit, which was individually financially significant and accounted
for 95% of the absolute loss before tax (i.e. the sum of the numerical values
without regard to whether they were profits or losses for the relevant
reporting units). We also performed specified audit procedures over certain
account balances and transaction classes that we regarded as material to the
Group at the 3 reporting units.
We conducted sufficient appropriate audit procedures on the subsidiaries,
Malaika Exploration (Ireland) Limited and Malaika Developments Limited, for
the purposes of the consolidation. We have audited all components within the
Group, and no unaudited components remain.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the annual report, other than the
financial statements and our auditor's report thereon. Our opinion on the
financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent, material
misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. If, based on the work we have performed, we conclude that
there is a material misstatement of, this other information, we are required
to report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors' report for
the financial year for which the financial statements are prepared is
consistent with the financial statements; and
· the strategic report and the directors' report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and parent
company and its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent company, or
returns adequate for our audit have not been received from branches not
visited by us; or
· the parent company financial statements are not in agreement with the
accounting records and returns; or
· certain disclosures of directors' remuneration specified by law are not
made; or
· we have not received all the information and explanations we require for
our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out
on page 11, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the group's and parent company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to
liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
The objectives of our audit, in respect to fraud are; to identify and assess
the risks of material misstatement of the financial statements due to fraud;
to obtain sufficient appropriate audit evidence regarding the assessed risks
of material misstatements due to fraud, through designing and implementing
appropriate responses; and to respond appropriately to fraud or suspected
fraud identified during the audit. However, the primary responsibility for the
prevention and detection of fraud rests with both those charged with
governance of the entity and management.
Our approach to identifying and assessing the risks of material misstatement
in respect of irregularities, including fraud and non-compliance with laws and
regulations, was as follows:
· the senior statutory auditor ensured the
engagement team collectively had the appropriate competence, capabilities and
skills to identify or recognise non-compliance with applicable laws and
regulations;
· we identified the laws and regulations applicable
to the company through discussions with directors and other management, and
from our knowledge and experience of the entity's activities.
· we focused on specific laws and regulations which
we considered may have a direct material effect on the financial statements or
the operations of the company, including Companies Act 2006, taxation
legislation, data protection, employment and health and safety legislation,
and the Anti-Bribery Act 2010; and
· we assessed the extent of compliance with the
laws and regulations identified above through making enquiries of management
and reviewing legal expenditure; and
· identified laws and regulations were communicated
within the audit team regularly and the team remained alert to instances of
non-compliance throughout the audit.
We assessed the susceptibility of the company's financial statements to
material misstatement, including obtaining an understanding of how fraud might
occur, by:
· making enquiries of management as to where they
considered there was susceptibility to fraud, their knowledge of actual,
suspected and alleged fraud; and
· considering the internal controls in place to
mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls,
we:
· performed analytical procedures to identify any
unusual or unexpected relationships;
· tested journal entries to identify unusual
transactions;
· assessed whether judgements and assumptions made
in determining the accounting estimates were indicative of potential bias; and
· investigated the rationale behind significant or
unusual transactions.
In response to the risk of irregularities and non-compliance with laws and
regulations, we designed procedures which included, but were not limited to:
· agreeing financial statement disclosures to underlying
supporting documentation;
· reading the minutes of meetings of those charged with
governance; and
· enquiring of management as to actual and potential
litigation and claims
There are inherent limitations in our audit procedures described above. The
more removed that laws and regulations are from financial transactions, the
less likely it is that we would become aware of non-compliance. Auditing
standards also limit the audit procedures required to identify noncompliance
with laws and regulations to; enquiry of the directors and other management
and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than
those that arise from error as they may involve deliberate concealment or
collusion.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Councils website at:
www.frc.org.uk/auditorsresponsibilities.
(http://www.frc.org.uk/auditorsresponsibilities.)
This description forms part of our auditor's report.
Other matters which we are required to address
The non-audit services: prohibited by the FRC's Ethical Standard were not
provided to the Group or the parent Company and we remain independent of the
group and the parent company in conducting our audit. Out audit opinion is
consistent with the additional report to the audit committee.
Use of this report
This report including the opinions, has been prepared for and only for the
parent company's members as a body in accordance with Chapter 3 of Part 16 of
the Companies Act 2006 and for no other purpose. We do not, in giving these
opinions, accept or assume responsibility for any other purpose, or to any
other person to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
Stephen Coleman FCA (Senior Statutory Auditor)
For and on behalf of Gerald Edelman LLP,
Chartered Accountants
Statutory Auditor
73 Cornhill
London,
United Kingdom
EC3V 3QQ
Date: 28 April 2023
Consolidated Statement of Comprehensive Income
GROUP COMPANY
31 Dec 2022 31 Dec 2021 31 Dec 2022 31 Dec 2021
£'000s £'000s £'000s £'000s
Note
Continuing operations
Operating expenses (549) (289) (519) (289)
Loan amounts written off (264) - (264)
Amortisation / Impairment (199) (200)
Change in fair value of investments - -
Profit / (Loss) before taxation
(1,012) (289) (983) (289)
Taxation 3 - - - -
Profit / (Loss) for the period from continuing operations 4 (1,012) (289) (983) (289)
Other comprehensive income - - - -
Total comprehensive profit / (loss) for the period (1,012) (289) (983) (289)
Earnings per share
Basic earnings per share (pence) 12 (0.82p) (0.02p) (0.79p) (0.02p)
Diluted earnings per share (pence) 12 (0.69p) - (0.67p) -
The notes to these consolidated financial statements on pages 34 to 50 form an
integral part of these consolidated financial statements.
Consolidated Statement of Financial Position Company number: 05329401
GROUP COMPANY
31 Dec 2022 31 Dec 2021 31 Dec 2022 31 Dec 2021
£'000s £'000s £'000s £'000s
ASSETS Note
Non-current assets
Investments 7 1,000
Intangible assets
Exploration licence 9 11 - -
Goodwill 8 995 -
Total Non-current Assets 1,006 - 1,000 -
Current assets
Other receivables 6 27 37 48 37
Cash and cash equivalents 362 99 362 99
Total Current Assets 389 136 410 136
Total Assets 1,395 136 1,410 136
LIABILITIES
Current liabilities
Trade and other payables 10 (132) (82) (118) (82)
Total Liabilities (132) (82) (118) (82)
Net Assets 1,263 54 1,292 54
EQUITY
Share capital 11 14 3 14 3
Share premium 2,546 342 2,546 342
Other reserves 6 - 6 -
Retained earnings (1303) (291) (1,274) (291)
Total Equity 1,263 54 1,292 54
The notes to these consolidated financial statements on pages 34 to 50 form an
integral part of these consolidated financial statements.
These consolidated financial statements were approved and authorised for issue
by the Board of Directors on 28 April 2023 and signed on its behalf by:
Edward Nealon
Chairman
Consolidated Statement of Changes in Equity
COMPANY Share Share Other Retained Total
Capital premium Reserves earnings shareholders'
equity
£'000s £'000s £'000s £'000s £'000s
Balance at 1 January 2021 1,209 14,673 1,108 (16,819) 171
Total comprehensive income - - - - -
Sub-division and Consolidation (1,209) (14,331) - - (15,540)
Net equity issued 3 - 15,882 15,885
Dividend in-specie - - - (173) (173)
Transfer of foreign currency translation - - (791) 791 -
Transfer of share option reserves - - (317) 317 -
Balance at 31 3 342 - (291) 54
December 2021
Total comprehensive income - - - (983) (983)
Net equity issued 11 2,204 - - 2,215
Share option reserve - - 6 - 6
Balance at 31 14 2,546 6 (1,274) 1,292
December 2022
Consolidated Statement of Changes in Equity cont….
GROUP Share Share Other Retained Total
Capital premium Reserves earnings shareholders'
equity
£'000s £'000s £'000s £'000s £'000s
Balance at 1 January 2021 1,209 14,673 1,108 (16,819) 171
Total comprehensive income - - - - -
Sub-division and Consolidation (1,209) (14,331) - - (15,540)
Net equity issued 3 - 15,882 15,885
Dividend in-specie - - - (173) (173)
Transfer of foreign currency translation - - (791) 791 -
Transfer of share option reserves - - (317) 317 -
Balance at 31 3 342 - (291) 54
December 2021
Total comprehensive income - - - (1,012) (1,012)
Net equity issued 11 2,204 - - 2,215
Share option reserve - - 6 - 6
Balance at 31 14 1,353 6 (841) 1,263
December 2022
The notes to these consolidated financial statements on pages 34 to 50 form an
integral part of these consolidated financial statements.
Consolidated Statement of Cash Flows
GROUP COMPANY
Note 31 Dec 2022 31 Dec 2021 31 Dec 2022 31 Dec 2021
£'000s £'000s £'000s £'000s
Cash flows from operating activities
Profit / (Loss) for the period 4 (1,012) (289) (983) (289)
Amortisation and impairment 199 - 200 -
Share based payment 6 - 6 -
(Increase)/decrease in receivables 6 10 (11) (12) (11)
Increase/(decrease) in payables 10 50 64 36 64
Net cash used in operating activities (747) (236) (753) (236)
Investing activities
Purchase of subsidiary and intangible asset 7& 9 - -
(1,206) (1,200)
Net cash used in investing activities (1,206) - (1,200) -
Financing activities
Sub-Division & Consolidation of Shares - (15,540) - (15,540)
Issue of shares for cash, net of costs 2,216 15,885 2,216 15,885
Convertible loan notes - (55) - (55)
Net cash from financing activities 2,216 290 2,216 290
Increase / (Decrease) in cash and cash equivalents 263 54 263 54
Cash and cash equivalents at beginning of the period 99 45 99 45
Cash and cash equivalents at the end of the period 362 99 362 99
The notes to these consolidated financial statements on pages 34 to 50 form an
integral part of these consolidated financial statements.
Notes to the Consolidated Financial Statements
1. General information
URA Holdings Plc ('the Company' or 'URA') is domiciled in England having been
incorporated on 11 January 2005 under the Companies Act with registered number
05329401 as a public company limited by shares. The Company's shares were
delisted from trading on the AIM Market ("AIM") of the London Stock Exchange
plc on 20 December 2018. On 2 March 2022 the Company was admitted to a
Standard Listing and to trading on the Main Market of the London Stock
Exchange.
The company's registered office is located at 9(th) floor, 107 Cheapside,
London, United Kingdom, EC2V 6DN.
The principal accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies have been
applied to all years presented, unless otherwise stated below.
In the opinion of the Directors the consolidated financial statements present
fairly the financial position, and results from operations and cash flows for
the period in conformity with the generally accepted accounting principles
consistently applied.
2. Accounting policies
The consolidated financial statements have been prepared in accordance with UK
International Financial Reporting Standards (IFRS).
Basis of preparation and statement of compliance
The accompanying consolidated financial statements have been prepared on a
historical cost basis as modified for fair value where applicable. The
financial statements have been prepared in accordance with UK International
Financial Reporting Standards (IFRS) and in compliance with the requirements
of the Companies Act 2006. The directors have assessed the ability of the
company and the group to continue operating as a going concern and believe
that the preparation of these financial statements on a going concern basis is
appropriate. The consolidated financial statements are presented in Pounds
Sterling and have been rounded to the nearest £'000.
The preparation of the financial statements, in accordance with IFRS as
endorsed by the EU, requires the use of critical accounting estimates. It also
requires management to exercise its judgement in the process of applying the
accounting policies which have been adopted. The areas involving a higher
degree of judgement or complexity, or areas where assumptions and estimates
are significant to financial statements are disclosed in the notes to these
financial statements.
Basis of Consolidation
Subsidiaries
The financial statements of the subsidiaries are prepared for the same
reporting period as the Company, using consistent accounting policies. All
intercompany balances, transactions, unrealized gains and losses resulting
from intercompany transactions and dividends are eliminated in full on
consolidation. Assets, liabilities, income and expenses of a subsidiary
acquired or disposed of during the year are included in the statement of
comprehensive income from the date the Group gains control until the date the
Group ceases to control the subsidiary.
Subsidiaries are consolidated from the date of their acquisition, being the
date on which the Group obtains control, and continue to be consolidated until
the date such control ceases. Control is achieved when the Group is exposed,
or has rights, to variable returns from its involvement with the investee and
has the ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if and only if the Group has:
· Power over the investee (i.e. existing rights that give it the
current ability to direct the relevant activities of the investee)
· Exposure, or rights, to variable returns from its involvement with
the investee, and
· The ability to use its power over the investee to affect its returns
When the Group has less than a majority of the voting or similar rights of an
investee, the Group considers all relevant facts and circumstances in
assessing whether it has power over an investee, including:
· The contractual arrangement with the other vote holders of the
investee
· Rights arising from other contractual arrangements.
· The Group's voting rights and potential voting rights.
The Group re-assesses whether it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control.
Profit or loss and each component of other comprehensive income (OCI) are
attributed to the equity holders of the parent of the Group and to the
non-controlling interests, even if this results in the non-controlling
interests having a deficit balance. When necessary, adjustments are made to
the financial statements of subsidiaries to bring their accounting policies
into line with the Group's accounting policies.
A change in the ownership interest of a subsidiary, without a loss of control,
is accounted for as an equity transaction. If the Group loses control over a
subsidiary, it:
· Derecognizes the assets (including goodwill) and liabilities of the
subsidiary
· Derecognizes the carrying amount of any non-controlling interests
· Derecognizes the cumulative translation differences recorded in
equity
· Recognizes the fair value of the consideration received
· Recognizes the fair value of any investment retained
· Recognizes any surplus or deficit in profit or loss
· Reclassifies the parent's share of components previously recognized in
OCI to profit or loss or retained earnings. as appropriate. as would be
required if the Group had directly disposed of the related assets or
liabilities.
Business combination and goodwill
Business combinations are accounted for using the acquisition method. The cost
of an acquisition is measured as the aggregate of the consideration
transferred, measured at acquisition date fair value and the amount of any
non-controlling interest in the acquiree. For each business combination, the
Group elects whether it measures the non-controlling interest in the acquiree
either at fair value or at the proportionate share of the acquiree's
identifiable net assets. Acquisition costs incurred are expensed and included
in administrative expenses.
When the Group acquires a business, it assesses the financial assets and
liabilities assumed for appropriate classification and designation in
accordance with the contractual terms, economic circumstances and pertinent
conditions as at the acquisition date.
Any contingent consideration to be transferred by the acquirer will be
recognized at fair value at the acquisition date. Contingent consideration
classified as an asset or liability that is a financial instrument and within
the scope of IAS 39 Financial Instruments: Recognition and Measurement, is
measured at fair value with changes in fair value recognized either in the
profit or loss or as a change to other comprehensive income. If the contingent
consideration is not within the scope of IAS 39, it is measured in accordance
with the appropriate IFRS. Contingent consideration that is classified as
equity is not remeasured and subsequent settlement is accounted for within
equity.
Goodwill is initially measured at cost, being the excess of the aggregate of
the consideration transferred and the amount recognized for non-controlling
interest over the net identifiable assets acquired and liabilities assumed. If
the fair value of the net assets acquired is in excess of the aggregate
consideration transferred, the gain is recognized in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated
impairment losses. For the purpose of impairment testing, goodwill acquired in
a business combination is, from the acquisition date, allocated to each of the
Group's cash-generating units or operating segments that are expected to
benefit from the combination, irrespective of whether other assets or
liabilities of the acquiree are assigned to those units.
Going Concern
The group has made a loss for the year of £1,012,000 (2021: - £289,000) and
has net assets of £1,263,000 (2021: - £54,000). The directors having given
regard to the liquid cash balances held as at year end of approximately
£362,000, the group's working capital requirements, future plans, the
potential probable economic inflow as a result of the exploration licences
held by the group and the reliance on the ability of the group and the company
to raise further investment from potential investors, are of the opinion that
the company and the group will have sufficient resources to enable it to
continue in operational existence for a period of at least 12 months form the
date of approval of these financial statements and, accordingly have prepared
these financial statements on a going concern basis.
Since the end of the period under consideration, the Company has completed a
number of transactions which had a material effect on the Company's financial
position; these are described in the section headed "Post Balance Sheet
Events" at note 15.
Cash and cash equivalents
Cash and cash equivalents are carried in the consolidated statement of
financial position at cost and comprise cash in hand, cash at bank, deposits
held at call with banks, other short-term highly liquid investments with
original maturities of three months or less. Bank overdrafts are included
within borrowings in current liabilities on the consolidated statement of
financial position. For the purposes of the statement of cash flows, cash and
cash equivalents also includes any bank overdrafts.
Taxation
Current income tax assets and liabilities comprise those obligations to, or
claims from, fiscal authorities relating to the current or prior reporting
year, that are unpaid at 31 December 2022. They are calculated according to
the tax rates and tax laws applicable to the fiscal periods to which they
relate, based on the taxable profit for the year.
Deferred income taxes are calculated using the liability method on temporary
differences. Deferred tax is generally provided on the difference between the
carrying amounts of assets and liabilities and their tax bases. However,
deferred tax is not provided on the initial recognition of goodwill or on the
initial recognition of an asset or liability unless the related transaction is
a business combination or affects tax or accounting profit.
Deferred tax on temporary differences associated with shares in subsidiaries
is not provided if reversal of these temporary differences can be controlled
by the Company and it is probable that reversal will not occur in the
foreseeable future. In addition tax losses available to be carried forward as
well as other income tax credits to the Company are assessed for recognition
as deferred tax assets.
Deferred tax liabilities are provided in full, with no discounting. Deferred
tax assets are recognised to the extent that it is probable that the
underlying deductible temporary differences will be able to be offset against
future taxable income. Current and deferred tax assets and liabilities are
calculated at tax rates that are expected to apply to their respective period
of realisation, provided they are enacted or substantively enacted as at 31
December 2022. Changes in deferred tax assets or liabilities are recognised as
a component of tax expense in the consolidated statement of comprehensive
income, except where they relate to items that are charged or credited
directly to equity in which case the related deferred tax is also charged or
credited to equity. The deferred tax asset arising from trading losses carried
forward as referred to in Note 8 has not been recognised. The deferred tax
asset will be recognised when it is more likely than not that it will be
recoverable.
Foreign currencies
(i) Functional and presentational currency
The Directors consider GBP Pound Sterling to be the Company's functional
currency, therefore the consolidated financial statements are presented in GBP
Pound Sterling.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the
Foreign currencies (continued)
settlement of such transactions and from the translation at period end
exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised in the statement of comprehensive income.
Monetary assets and liabilities denominated in foreign currencies are
translated at the rates ruling at the consolidated statement of financial
position date. All differences are taken to the statement of comprehensive
income.
Group companies
On consolidation, the assets and liabilities of foreign operations are
translated into euros at the rate of exchange prevailing at the reporting date
and their income statements are translated at exchange rates prevailing at the
dates of the transactions. The exchange differences arising on translation for
consolidation are recognized in other comprehensive income. On disposal of a
foreign operation, the component of other comprehensive income relating to
that particular foreign operation is recognized in profit or loss.
Financial instruments
Financial assets and financial liabilities are recognised on the Consolidated
Statement of Financial Position when the Company becomes a party to the
contractual provisions of the instrument. The Company derecognises a financial
asset only when the contractual rights to cash flows from the asset expire, or
it transfers the financial asset and substantially all the risks and rewards
of ownership of the asset to another entity. If the Company neither transfers
nor retains substantially all the risks and rewards of ownership and continues
to control the transferred asset, the Company recognises its retained interest
in the asset and an associated liability for the amount it may have to pay. If
URA retains substantially all the risks and rewards of ownership of a
transferred financial asset, the Group continues to recognise the financial
asset and recognises a collateralised borrowing for the proceeds received.
The Company classifies the following at fair value through profit or loss
(FVPL):
· equity instruments that are held for trading; and equity instruments
that are held for trading; and
· equity investments for which the Company has not elected to recognise
fair value gains and losses through OCI.
The Company derecognises financial liabilities when the Company's obligations
are discharged, cancelled or expired.
Financial assets
Trade and Other receivables
Trade and other receivables are measured at initial recognition at fair value,
and are subsequently measured at amortised cost less any provision for
impairment. The Company applies the IFRS 9 simplified approach to providing
for expected credit losses in accordance with applicable guidance for
non-banking entities. Under the simplified approach the Company is required to
measure lifetime expected credit losses for all trade receivables. No credit
losses have been identified during the period.
Investments
Investments are recognised at the lower of cost or net realisable value
Financial liabilities and equity instruments
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into.
Equity instruments
Financial instruments issued by the Company are treated as equity only to the
extent that they meet the following two conditions:
· they include no contractual obligations upon the Company to deliver
cash or other financial assets or to exchange financial assets or financial
liabilities with another party under conditions that are potentially
unfavourable to the Company; and
· where the instrument will or may be settled in the Company's own
equity instruments, it is either a non-derivative that includes no obligation
to deliver a variable number of the Company's own equity instruments or is a
derivative that will be settled by the Company exchanging a fixed amount of
cash or other financial assets for a fixed number of its own equity
instruments.
To the extent that this definition is not met, the proceeds of issue are
classified as a financial liability. Where the instrument so classified takes
the legal form of the Company's own shares, the amounts presented in these
financial statements for called up share capital and share premium account
exclude amounts in relation to those shares.
Financial liabilities are classified as measured at amortised cost or FVTPL. A
financial liability is classified as at FVTPL if it is classified as
held-for-trading, it is a derivative or it is designated as such on initial
recognition. Financial liabilities at FVTPL are measured at fair value and net
gains and losses, including any interest expense, are recognised in profit or
loss. Other financial liabilities are subsequently measured at amortised cost
using the effective interest method. Interest expense and foreign exchange
gains and losses are recognised in profit or loss. Any gain or loss on
derecognition is also recognised in profit or loss.
Share capital
Ordinary shares are classified as equity. Any excess of the fair value of the
consideration received over the par value of the shares issued is recognized
as the "share premium" in shareholders' equity. Incremental costs directly
attributable to the increase of new shares or options are shown in equity as a
deduction from the proceeds.
Share based payments
The Company enters equity-settled share-based compensation plans with its
Directors and contractors, in which the counterparty provides services to the
Company in exchange for remuneration in the form of certain equity instruments
of the Company. The equity instruments comprise warrants and share options.
The services received by the Company in these share-based payment agreements
are measured by reference to the fair value of the equity instruments at the
date of grant and are recognised as an expense in the statement of total
comprehensive income with a corresponding increase in equity.
The Company estimates the fair value of the equity instruments at the grant
date using the Black Scholes model in which the terms and conditions upon
which those equity instruments were granted are considered.
Provisions
Provisions are liabilities where the exact timing and amount of the obligation
is uncertain. Provisions are recognised when the Company has a present
obligation (legal or constructive) as a result of past events, when an outflow
of resources is probable to settle the obligation and when an amount can be
reliably estimated. Where the time value of money is material, provisions are
discounted to current values using appropriate rates of interest. The
unwinding of any discount is recorded in net finance income or expense.
Intangible exploration assets
Determining whether intangible exploration assets are impaired requires an
assessment of whether there are any indicators of impairment, by reference to
specific impairment indicators prescribed in IFRS 6. This includes the
assessment, on a project-by-project basis, of the likely recovery of the cost
of the Company's intangible exploration assets in the light of future
production opportunities based upon ongoing geological studies. This also
involves the assessment of the period for which the entity has the right to
explore in the specific area, or if it has expired during the period or will
expire in the near future if it is not expected to be renewed.
The Company determines that exploration costs are capitalised at the point the
Group has a valid exploration licence or is in the process of renewal.
Impairment of assets, excluding intangible exploration assets
The Company assesses impairment at each reporting date on a project by project
basis by evaluating conditions specific to the Company that may indicate an
impairment of assets. Where indicators of impairment exist, the recoverable
amount of the asset is determined based on value in use or fair value less
cost to sell, both of which require the Company to make estimates.
Adoption of new and revised standards and changes in accounting policies
The following new and amended Standards and Interpretations have been issued
and are effective for the current financial period of the Company.
Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9, IAS 39, IFRS
7, IFRS 4 and IFRS 16)
The amendments in Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS
9, IAS 39, IFRS 7, IFRS 4 and IFRS 16) introduce a practical expedient for
modifications required by the reform, clarify that hedge accounting is not
discontinued solely because of the IBOR reform, and introduce disclosures that
allow users to understand the nature and extent of risks arising from the IBOR
reform to which the entity is exposed to and how the entity manages those
risks as well as the entity's progress in transitioning from IBORs to
alternative benchmark rates, and how the entity is managing this transition.
These amendments are not applicable to the Company as it has no office
premises in the UK and there were no interest-bearing items as at 31 December
2022.
Other amendments
In the current period, the Company has applied a number of amendments to
Standards and Interpretations issued by the IASB that are effective for an
annual period that begins on or after 1 January 2022. These have not had any
material impact on the amounts reported for the period under review or prior
years.
Standard or Interpretation Effective for annual periods commencing on or after
Definition of a Business (Amendments to IFRS 3) 1 January 2022
Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37) 1 January 2022
Amendments to IAS 1: Classification of Liabilities as Current or Non-Current 1 January 2022
Standards which are in issue but not yet effective
At the date of authorisation of these consolidated financial statements, the
Company has not early adopted the following amendments to Standards and
Interpretations that have been issued but are not yet effective:
Standard or Interpretation Effective for annual periods commencing on or after
1 January 2023
Classification of liabilities as Current or Non-Current (Amendments to IAS1)
1 January 2023
Amendments to IFRS 17
Lease Liability in a Sale and Leaseback (Amendments to IFRS16) 1 January 2024
Adoption of new and revised standards and changes in accounting policies
As yet, none of these have been endorsed for use in the UK and will not be
adopted until such time as endorsement in confirmed. The Directors do not
expect any material impact as a result of adopting the standards and
amendments listed above in the financial year they become effective.
From 1 January 2022 the Company has applied UK-adopted IAS. At the date of
application, both UK-adopted IAS and EU-adopted IFRS are the same.
Significant accounting judgements, estimates and assumptions.
The preparation of the financial statements requires management to make
judgements, estimates and assumptions that affect the reported amounts of
revenues, expenses, assets and liabilities, and the accompanying disclosures,
and the disclosure of contingent liabilities, at the end of the reporting
period. However, uncertainty about these assumptions and estimates could
result in outcomes that require a material adjustment to the carrying amount
of the assets or liabilities affected in future periods.
Judgements
In the process of applying the Group's accounting policies, management has
made the following judgements, which have the most significant effect on the
amounts recognized in the consolidated financial statements:
Intangible assets acquired in a business combination.
Intangible assets acquired in a business combination and recognized separately
from goodwill are initially recognized at their fair value at the acquisition
date (which is regarded as their cost). Subsequent to initial recognition,
intangible assets acquired in a business combination are reported at cost less
accumulated amortization and accumulated impairment losses, on the same basis
as intangible assets that are acquired separately.
Impairment of Goodwill
Determining whether Goodwill is impaired requires an estimation of the value
in use of the cash-generating units to which goodwill has been allocated. The
value in use calculations requires management to estimate the future cash
flows expected tο arise from the cash-generating unit and a suitable discount
rate in order to calculate present value.
3. Taxation
2022 2021
£'000s £'000s
UK Corporation tax - -
Deferred tax - -
Total tax charge - -
Reconciliation of current tax charge (1,012) (289)
Profit / (Loss) on ordinary activities before tax
Tax at the standard rate of UK corporation tax of 19% (2021: 19%) (192) (55)
Effects of:
Disallowed expenses 38 6
Increase in tax losses carried forward 154 49
Total tax charge - -
As at 31 December 2022 the Company had unused tax losses of £3.9 million
(2021: £3.4 million) available for offset against future non-trading profits.
The deferred tax asset relating to these losses is not provided for due to the
uncertainty over the timing of any future non-trading profits.
4. Profit / (Loss) for period
GROUP COMPANY
2022 2021 2022 2021
£'000s £'000s £'000s £'000s
The Company's loss from continuing operations is stated after
charging/(crediting):
Audit 63 12 63 12
Accounting 11 11 11 11
Amortisation/ impairment 199 200
Loan amounts written off 264 264
Directors' remuneration 163 77 163 77
Staff salaries 36 - 34 -
General expenses 27 7 16 7
Legal fees 98 98 98 98
Professional fees 60 30 60 30
Consultancy fees - 18 - 18
UKLA Application fee 19 32 19 32
D&O Insurance 11 4 11 4
Share based payment expense 6 - 6 -
Mine licences & expenses 55 - 38 -
Profit / (Loss) (1,012) (289) (983) (289)
5. Staff Costs (including Directors)
Key management of the Company are considered to be the Directors of the
Company and their accrued remuneration was as follows:
GROUP COMPANY
2022 2021 2022 2021
£'000s £'000s £'000s £'000s
Peter Redmond 24 10 24 10
Jeremy Sturgess-Smith (Resigned 2 March 2022) 7 13 7 13
John Treacy 24 10 24 10
Ed Nealon 33 14 33 14
Bernard Olivier 42 17 42 17
Sam Mulligan 33 13 33 13
Other staff 36 - 34 -
Closing balance 199 77 197 77
A total of £56,666 was unpaid prior to the Directors' accepting appointment
as a Director but is included as relevant compensation during the period.
The average monthly number of employees, including the directors, during the
year was as follows:
GROUP COMPANY
2022 2021 2022 2021
Staff 1 0 1 0
Directors 5 3 5 3
Total 6 4 6 4
Share based payments
The amount recognised in respect of share-based payments was £5,500 (2021:
£Nil).
The Group has established share option programmes that entitle certain
employees to purchase shares in the Group.
There are no performance conditions attaching to these options. No options
were exercised in 2022 (2021: Nil).
Total options issued as at 31 December 2022 amount to 20,000,000 (2021: Nil).
The share options have been valued using a binomial model applying the
following inputs:
• Exercise price - equal to the share price at grant date,
• Vesting date - all options vest in three tranches, on the first,
second and third anniversary from the grant date;
• Expiry/Exercise date - 114 months from the grant date, expiring 1
September 2031;
• Volatility (sigma) - 45.4%. This has been calculated based on the
historic volatility of the Company's share price.
• Risk free rate - yield on a zero-coupon government security at
each grant date with a life congruent with the expected option life;
• Dividend yield - 0%; and
• Performance conditions - none
6. Other Receivables
GROUP COMPANY
2022 2021 2022 2021
£'000s £'000s £'000s £'000s
Prepayments 18 11 18 11
Sundry debtors - - 21 -
VAT recoverable 9 26 9 26
Closing balance 27 37 48 37
The Directors consider that the carrying amount of other receivables is
approximately equal to their fair value.
7. Investments
GROUP COMPANY
2022 2021 2022 2021
£'000 £'000 £'000 £'000
Investment in subsidiaries - - 1,000 -
Company
Shares in
Subsidiaries
£
COST OR VALUATION
At 1 January 2022 -
Additions 1,200
Impairments (200)
At 31 December 2022 1,000
CARRYING AMOUNT
At 31 December 2022 1,000
At 31 December 2021 ____-
The company's investments at the Statement of Financial Position date in the
share capital of companies include the following:
Subsidiary company
Malaika Exploration (Ireland ) Limited
Registered office: FDW House, Blackthorn Business Park, Coes Road, Dundalk,
Co. Louth, Ireland
Nature of business: Exploration company
Malaika Developments Limited
Registered office: Zambia
Nature of business: Exploration Company
7. Investments (continued)
Class of shares Capital and reserves
% Holding Profit/(Loss)
£'000 £'000
Malaika Exploration (Ireland) Ltd Ordinary 100 (5) -
Malaika Developments Ltd Ordinary 100 (8) (9)
During the year the company acquired the entire share capital of Malaika
Exploration (Ireland) Limited. The details of the acquisition are set out in
note 16 of these financial statements.
8. Goodwill
Goodwill
£'000
COST
At 1 January 2022 -
Additions 1,194
Disposals -
At 31 December 2022 1,194
AMORTISATION/ IMPAIRMENT
At 1 January 2022 -
Charge for the year 199
At 31 December 2022 199
CARRYING VALUE
At 31 December 2022 995
At 31 December 2021 -
9. Exploration Licence
GROUP COMPANY
Cost and net book value 2022 2021 2022 2021
£'000s £'000s £'000s £'000s
At 01 January 2022 - 173 - 173
Additions during the year 11 - - -
Disposals - (173) - (173)
At 31 December 2022 11 - - -
10. Trade and other payables
GROUP COMPANY
2022 2021 2022 2021
£'000s £'000s £'000s £'000s
Trade payables 15 18 1 18
Accruals 117 64 117 64
Closing balance 132 82 118 82
The Directors consider that the carrying amount of trade payables approximates
to their fair value.
11. Share capital
2022 2021
£'000s £'000s
Allotted, called up and fully paid share capital 14 3
Movements in Equity
Number of shares in issue
Opening balance of Ordinary Shares in issue of £0.0001 each
29,345,592
Shares issued in year 112,500,000
Closing balance of Ordinary Shares in issue of £0.0001 each 141,845,592
The Company has one class of ordinary shares which carry no right to fixed
income.
Share Capital 2022 2021
£'000s £'000s
At the beginning of the period 3 1,209
Sub-division and Consolidation - (1,209)
Shares issued in year 11 3
14 3
Share Premium 2022 2021
£'000s £'000s
At the beginning of the period 342 14,673
Sub-division and Consolidation - (14,331)
Shares issued in year 2,204 -
2,546 342
Ordinary shares
All shares rank equally with regard to the Company's residual assets. The
holders of ordinary shares are entitled to receive dividends as declared from
time to time and are entitled to one vote per share at meetings of the
company.
Share Premium
Represents excess amounts paid above nominal value of shares issued.
Share Option Reserve
This represents the amounts charged on share options that have been granted to
employees and directors.
12. Financial instruments
Interest rate risk
The Company's exposure to interest rate risk, which is the risk that a
financial instrument's value will fluctuate as a result of changes in market
interest rates on classes of financial assets and financial liabilities, was
as follows:
Floating interest rate Floating interest rate
2022 2021
£'000s £'000s
Financial assets and liabilities - -
Cash 362 99
362 99
The net fair value of financial assets and financial liabilities approximates
to their carrying amount as disclosed in the statement of financial position
and in the related notes.
Financial risk management
The Directors recognise that this is an area in which they may need to develop
specific policies should the Company become exposed to further financial risks
as the business develops.
Capital risk management
The Company considers capital to be its equity reserves. At the current stage
of the Company's life cycle, the Company's objective in managing its capital
is to ensure funds raised meet the Company's working capital commitments.
Credit risk management
With respect to credit risk arising from financial assets of the Company,
which comprise cash and cash equivalents held in financial institutions, the
Company are deemed to be at low credit risk.
Liquidity risk
The Company manages liquidity risk by maintaining adequate banking facilities
and no current borrowing facilities. The Company continuously monitor
forecasts and actual cash flows, matching the maturity profiles of financial
assets and liabilities and future capital and operating comments. The
Directors' consider the Company to have adequate current assets and forecast
cash from operations to manage liquidity risks arising from current and
non-current liabilities.
13. Related party transactions
During the year the company acquired Malaika Exploration (Ireland) Limited in
consideration of issue of 60,000,000 fully paid-up ordinary shares £0.0001 at
market price of 2pence per share. The company Malaika Exploration (Ireland)
Limited was owned by the directors Ed Nealon and Sam Mulligan prior to its
acquisition by the company.
The director's remuneration is disclosed in note 5 to these financial
statements.
14. Earnings per share (EPS)
Basic EPS amounts are calculated by dividing the profit/(loss) for the year
attributable to equity holders of the parent by the weighted average number of
Equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit/(loss) attributable
to equity holders of the parent by the weighted average number of Equity
shares outstanding during the year plus the weighted average number of Equity
shares that would be issued on conversion of all the dilutive potential Equity
shares into Equity shares.
The following reflects the income and share data used in the basic and diluted
EPS computations.
Group
2022 2021
£ £
Loss attributable to equity holders of parent (1,012,000) (289,000)
Weighted average number of Equity shares for basic EPS 123,095,592 13,937,576
Weighted average number of Equity shares for diluted EPS 147,095,592 13,937,576
Basic earnings per share (in pence) (0.82) (0.02)
Diluted earnings per share (in pence) (0.69) (0.02)
15. Events after the period end date
Following the satisfaction or waiver of all conditions precedent, URA has now
acquired 100% of the issued shares in GEM Venus (a company incorporated in the
Republic of South Africa) and its subsidiary companies (the "Acquisition"),
from Magnum, an Australian public company listed on the Australian Stock
Exchange. Through the Acquisition, URA has acquired a licence giving the
rights to exploit the historical Gravelotte mine (also known as the "Cobra
Emerald Mine") in South Africa.
The key terms of the Acquisition are:
· 4,000,000 Consideration Shares, credited as fully paid,
equal to the consideration due upon completion of £100,000 and calculated
using an average mid-market closing price of 2.5p over the measuring period.
Additional consideration of AUD200,000.00 (approx. £123,000) in cash for each
5,000,000 carats of emeralds produced by Gravelotte up to a maximum aggregate
amount of AUD2,000,000 (approx. £1,230,000) as a production royalty.
· Gem Venus owns 74% of the issued share capital of ADIT
Mining (Proprietary) Limited ("ADIT") and Venus Emerald (Proprietary) Limited
("Venus") which hold all the mineral rights in respect of emerald mining and
extraction at Gravelotte. The remaining 26% of the issued share capital of
Adit and Venus are held by a Black Economic Empowerment ("BEE") compliant
structure predominantly consisting of local employees and the local community.
16. Acquisition of Malaika Explorations (Ireland) Limited
On 02 March 2022, the company URA Holdings Plc executed the share purchase
agreement with the shareholders of Malaika Exploration (Ireland) Limited to
acquire its entire shareholding.
The total consideration payable by URA holdings Plc to the shareholders of
Malaika Exploration (Ireland) was in form of fully paid up 60,000,000 ordinary
shares of £0.0001 in URA Holdings Plc, at the date of which the market price
per share of URA Holdings Plc was 2pence per share, and therefore the fair
value of consideration paid was £1,200,000 .
Particulars Amount,
(£'000s)
Purchase consideration 1,200
Net liabilities assumed (6)
Goodwill acquired 1,194
- Ends -
For further information please contact:
URA Holdings plc +44 (0)746 368 6497
Bernard Olivier (CEO)
Peter Redmond (Director)
Jeremy Sturgess-Smith (COO)
info@uraholdingsplc.co.uk (mailto:info@uraholdingsplc.co.uk)
Peterhouse Capital Limited +44 (0)20 7469 0930
Lucy Williams
Duncan Vasey
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