Half-year Report
29/09/2022 07:00
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RNS Number : 1328B URA Holdings PLC 29 September 2022
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.
29 September 2022
URA Holdings plc
("URA" or the "Company")
The Directors of URA are pleased to present the unaudited financial statements
of URA Holdings plc for the period ended 30 June 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 unaudited financial statements for the period ended 30 June
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 2021 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
The period ended 30 June 2022, the Company successfully completed its rescue
reconstruction and relisting on the Main Market of the London Stock Exchange.
The reconstruction and relisting included two successful acquisitions and
capital raise to fund the first phase of exploration on the properties
acquired.
The initial acquisition of Malaika Exploration Limited ("Malaika") was
achieved on 2 March 2022. Malaika, which holds two exploration licenses in
eastern Zambia, was acquired upon successful admission to trading on 2 March
2022. At the same time, the Company completed a capital raise of £1.05
million at £0.02p per share. The licenses present early stage exploration
potential for coltan, graphite, lithium, niobium and other Rare Earth Elements
Shortly after relisting we were able to acquire on exceptionally favourable
terms, the Gravelotte Emerald Mine ("GEM"). GEM was historically a major
global producer of emeralds and has, we believe, the potential again to become
a major emerald producer. The mine is located in the Limpopo region of the
Republic of South Africa. URA was able to move swiftly on the transaction and
announced the conditional acquisition of GEM (conditional only on Ministerial
Consent from the South African Minister for Mines) on 24 March 2022
Although the GEM mine has not been operational for many years, the mine, over
its lifetime, produced a total of 113 million carats of emeralds. Without
going into the historic factors (matters which were corporate in nature rather
than mining or resource related) which led to its ceasing to produce, we
believe it continues to have commercially very significant quantities of
exploitable emeralds. The vendors had done considerable work in advancing and
preparing the historical mining operation for the recommencement of mining
activities and emerald production. The unique opportunity to acquire the GEM
operations, with its low Capex requirements and near term production
potential, was a direct result of the vendor company having to focus their
resources on progressing an iron ore project into production and a quick
disposal of GEM was required.
We were able rapidly to review the detailed due diligence information provided
to us and to make the acquisition for the very small sum of £100,000 in URA
ordinary shares plus a production royalty capped at some £1.23 million.
Further details on the acquisition will be found in the section headed "Update
on Investments and Activities" in the Report of the Directors below.
Emerald production at Gravelotte was historically principally conducted as an
open pit mining operation and we believe a very large open pit mineable
resource remains available for exploitation. While the mine has been long
dormant, mine properties and security have been maintained and, while these
will need some additions and refurbishment, they will be of value in bringing
GEM back into production. We believe in fact that GEM can be brought back into
profitable production at low cost and quite rapidly.
Following the acquisition, the Company appointed the reputed firm of ACA Howe
to prepare a Competent Persons Report (CPR) on GEM which the Directors
anticipate will include reporting of Mineral Resources and/or Exploration
Targets in compliance with the JORC code (2012). We expect to be in a
position to announce the maiden JORC resource and CPR in the near future but
meanwhile I would say we are highly encouraged by the results so far
During the period under review, the Group made a pre-tax loss of £305,000
which results mainly from the initial operational activities, including ACA
Howe's work as well as costs relating to the acquisitions and relisting of the
Company. Although these resulted in costs that were higher than in the
previous year, the acquisition and listing costs were materially lower than
usual for such transactions thanks in large part to the efficiency and
economical working of our professional advisory team.
Net assets of the Group were £782,000 at the period end and will be adjusted
to include the Gravelotte Emerald Mine on formal completion of the acquisition
conditions precedent.
Our strategy remains to seek value opportunities in the mineral sector with a
focus on southern Africa, looking for situations which potentially offer rapid
prospects of value creation. We believe the Gravelotte mine falls firmly into
this category. Overall, we consider that we have made an excellent start to
this process, and it only remains for me to thank the team, including our
professional advisers, directors and former directors, who have brought us to
the Market and provided the prospects for a profitable future for
shareholders.
Edward Nealon
Chairman
Date: 28/09/2022
Business Review
The directors present the interim results of URA Holdings Plc ("the Company")
for the six month period from 1 January 2022 to 30 June 2022.
UPDATE ON INVESTMENTS AND ACTIVITIES
The Company announced on 2 March 2022 that its entire issued share capital had
been admitted to a Standard Listing and had begun trading on the Main Market
of the London Stock Exchange.
Further to this, on 24 March 2022, the Company announced that it had acquired
from Magnum Mining and Metals Limited, a Company listed on the Australian
Stock Exchange, G.E.M Venus (Proprietary) Limited, the owner of the Gravelotte
emerald mine in South Africa for GBP 100,000 to be satisfied by the issue of
ordinary shares of the Company at the mid-market price at closing price on the
date the SPA was signed. Conditional additional consideration of AUD200,000.00
(approx. £123,000) in cash for each 5,000,000 carats of emeralds produced by
Gravelotte up to maximum aggregate amount of AUD2,000,000 (approx.
£1,230,000) as a production royalty. Gem Venus owns Gravelotte via 74%
ownership of the issued share capital of both 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 local community members.
Edward Nealon
Chairman
Date: 28/09/2022
Directors' Report
The directors present their interim consolidated financial statements of the
company for the six month period from 1 January 2022 to 30 June 2022.
DIRECTORS OF THE COMPANY
The directors who have served during the period and up to the date of approval
were as follows:
Edward Nealon (appointed 2 March 2022) (Chairman)
Bernard Olivier (appointed 2 March 2022)
Sam Mulligan (appointed 2 March 2022)
Peter Redmond (Non-executive Director)
John Treacy (Independent Non-executive Director)
RESULTS AND DIVIDENDS
The interim condensed consolidated statement of comprehensive income is set
out on page 4 and shows the loss for six month period to 30 June 2022. The
directors consider the loss for the period to be in line with expectations.
The directors do not recommend a payment of a dividend.
This report was approved by the Board and signed on its behalf:
Bernard Olivier
Date: 28/09/2022
Interim Condensed Consolidated Statement of Comprehensive Income
Group Company Company Company
6 months to 30 June 2022 6 months to 30 June 2022 Year ended 31 Dec 2021 6 months to 30 June 2021
Unaudited Unaudited Audited Unaudited
£'000s £'000s £'000s £'000s
Continuing operations
Administrative expenses (305) (282) (289) (50)
Change in fair value of investments - - - 516
Loss / (Profit) before taxation (305) (282) (289) 466
Taxation - - - -
Loss / (Profit) for the period from continuing operations (305) (282) (289) 466
Other comprehensive income
Exchange difference on currency translations - - - -
Total comprehensive loss for the period (305) (282) (289) 466
Basic & diluted earnings per share (0.01p) (0.01p) (0.02p) 0.09p
The notes on pages 10 - 14 form part of these interim condensed consolidated
financial statements.
Interim Condensed Consolidated Statement of Financial Position
Company number: 05329401 Group Company Company Company
6 months to 30 June 2022 6 months to 30 June 2022 Year ended 31 Dec 2021 6 months to 30 June 2021
Unaudited Unaudited Audited Unaudited
Note £'000s £'000s £'000s £'000s
Fixed Assets
Investments - - - 689
- - - 689
Current Assets
Other receivables 5 162 162 37 46
Cash at bank and in hand 709 708 99 47
871 870 136 93
Total Assets 871 870 136 782
Current Liabilities
Trade and other payables 6 (89) (81) (82) (40)
Long Term Liabilities
Convertible loan notes - - - (105)
Total Liabilities (89) (81) (82) (145)
Net Assets 782 789 54 637
Equity
Share capital 7 24 8 3 1,209
Share premium 1,353 1,353 342 -
Other reserves 1 1 - 1,108
Retained earnings (596) (573) (291) (1,680)
Total Equity 782 789 54 637
The notes on pages 11- 15 form part of these interim condensed consolidated
financial statements.
These interim condensed consolidated financial statements were approved and
authorised for issue by the Board and were signed on its behalf by:
Ed Nealon
Chairman
Date: 28/09/2022
Interim Condensed Consolidated Statement of Changes in Equity
Group Share Share Other Retained earnings Total equity
capital premium reserves
£'000s £'000s £'000s £'000s £'000s
As at 1 January 2022 19 342 - (291) 70
Total comprehensive income - - - (305) (305)
Net equity issued 5 1,011 1 - 1,017
24 1,353 1 (596) 782
Balance at 30 June 2022
Company Share Share Other Retained earnings Total equity
capital premium reserves
£'000s £'000s £'000s £'000s £'000s
As at 1 January 2022 3 342 - (291) 54
Total comprehensive income - - - (282) (282)
Net equity issued 5 1,011 1 - 1,017
8 1,353 1 (573) 789
Balance at 30 June 2022
Company
As at 1 January 2021 1,209 14,673 1,108 (16,819) 171
Total comprehensive income - - - (289) (289)
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 -
3 342 - (291) 54
Balance at 31 December 2021
Company
As at 1 January 2021 1,209 14,673 1,108 (16,819) 171
Total comprehensive income - - - 466 466
Net equity issued - (14,673) - 14,673 -
1,209 - 1,108 (1,680) 637
Balance at 30 June 2021
The notes on pages 10 - 14 form part of these interim condensed consolidated
financial statements.
Interim Condensed Consolidated Statement of Cash Flows
Group Company Company Company
6 months to 30 June 2022 6 months to 30 June 2022 Year ended 6 months to 30 June 2021
31 Dec 2021
Unaudited Unaudited Unaudited
Audited
£'000s £'000s £'000s £'000s
Cash flows from operating activities
Loss for the period (305) (282) (289) (50)
Change in fair value investments - - - (516)
Share based payment - - - -
(Increase)/decrease in receivables (125) (125) (11) (19)
Increase/(decrease) in payables 7 (1) 64 21
Net cash used in operating activities (423) (408) (236) 564
Cash flows from investing activities
Fair value of investments - - - (516)
Net cash used in investing activities - - - (516)
Cash flows from financing activities
Sub-Division & Consolidation of Shares 16 - (15,540) -
Issue of shares for cash, net of costs 1,017 1,017 15,885 -
Convertible loan notes - - (55) 50
Net cash from financing activities 1,033 1,017 290 50
Net increase in cash and cash equivalents 610 609 54 2
Cash and cash equivalents at the beginning of the period 99 99 45 45
Cash and cash equivalents at the end of the period 709 708 99 47
The notes on pages 10 - 14 form part of these interim condensed consolidated
financial statements.
Notes to the Interim Condensed Consolidated Financial Reports
1. General information
URA Holding Plc's interim condensed consolidated financial statements are
presented in British Pound Sterling (GBP) which is the functional currency of
the company. These interim consolidated financial statements were approved
for issue by the Board of Directors on 28.09.2022.
URA Holding Plc is the Group's ultimate parent company. It is a public
limited company incorporated in England and Wales. The address of its
registered office is at 60 Gracechurch Street, London, EC3V 0HR, UK and its
shares are limited on the Main Standard Market of the London Stock Exchange.
The financial information set out in these interim consolidated financial
statements does not constitute statutory accounts as defined in Section 434 of
the Companies Act 2006. The Company's statutory financial statements for the
year ended 31 December 2021 have been filed with the Registrar of Companies.
The auditor's report on those financial statements was unqualified and did not
contain a statement under Section 498(2) of the Companies Act 2006.
These interim results have not been audited though they been reviewed by the
Company's auditors under ISRE 2410 of the Auditing Practices Board.
In the opinion of the Directors the interim condensed 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. Nature of operations
URA is an African focused mineral exploration company. The Company will
leverage the extensive in-house skills of its Board and team to identify and
pursue unique, value-enhancing opportunities in minerals with a view to
proving-up early stage exploration projects for ongoing monetisation and the
delivery of stakeholder returns.
Current, the Company's operations relate to the exploration of both the GEM
asset in South Africa and the Malaika licence areas in Zambia as well as the
maintenance of the appropriate licenses over these areas.
3. Accounting policies
These interim condensed consolidated financial statements are for the six
month period ended 30 June 2022. They have been prepared in accordance with
IAS34 'Interim Financial Reporting'. They do not include all of the
information required in annual financial statements in accordance with IFRS,
and should be read in conjunction with the financial statements for the period
ended 31 December 2021.
4. Basis of preparation and going concern
These interim consolidated financial statements have been prepared on a going
concern basis which the directors believe to be appropriate. The interim
consolidated financial statements are presented in Pounds Sterling and have
been rounded to the nearest £'000.
Cash and cash equivalents
Cash and cash equivalents are carried in the 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 statement of financial position. For the purposes
of the statement of cash flows, cash and cash equivalents also includes any
bank overdrafts.
Deferred taxation
Deferred income taxes are provided in full, using the liability method, for
all temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements. Deferred
income taxes are determined using tax rates that have been enacted or
substantially enacted and are expected to apply when the related deferred
income tax asset is realised, or the related deferred income tax liability is
settled.
The principal temporary differences arise from depreciation or amortisation
charged on assets and tax losses carried forward. Deferred tax assets relating
to the carry forward of unused tax losses are recognised to the extent that it
is probable that future taxable profit will be available against which the
unused tax losses can be utilised.
Foreign currencies
(i) Functional and presentational currency
The Directors consider GBP Pound Sterling to be the Company's functional
currency, therefore the 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 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 statement of financial position date.
All differences are taken to the statement of comprehensive income.
Financial instruments
Financial assets
Basic financial assets, including trade and other receivables and cash and
bank balances, are initially recognised at transaction price, unless the
arrangement constitutes a financing transaction, where the transaction is
measured at the present value of the future receipts discounted at a market
rate of interest. The Company currently has no financial assets that are
considered to be of a financing transaction nature.
Financial assets are derecognised when (a) the contractual rights to the cash
flows from the asset expire or are settled, or (b) substantially all the risks
and rewards of the ownership of the asset are transferred to another party or
(c) despite having retained some significant risks and rewards of ownership,
control of the asset has been transferred to another party who has the
practical ability to unilaterally sell the asset to an unrelated third party
without imposing additional restrictions.
Investments
Investments are recognised at the lower of cost or market value.
Financial liabilities
Basic financial liabilities, including trade and other payables, are initially
recognised at transaction price, unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present
value of the future receipts discounted at a market rate of interest. Debt
instruments are subsequently carried at amortised cost, using the effective
interest rate method. Trade payables are obligations to pay for goods or
services that have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities if payment
is due within one year or less. If not, they are presented as non-current
liabilities. Trade payables are recognised initially at transaction price and
subsequently measured at amortised cost using the effective interest method.
Share capital
Ordinary shares are classified as 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.
Adoption of new and revised standards and changes in accounting policies
There are no new accounting standards which have become effective from 1
January 2022 that have a significant impact on the Group's interim condensed
consolidated financial statements.
5. Other receivables
Group Company Company Company
6 months to 30 June 2022 6 months to 30 June 2022 Year ended 6 months to 30 June 2021
31 Dec 2021
Unaudited Unaudited Unaudited
Audited
Prepayments 23 23 11 1
Sundry debtors 129 129 - 35
VAT recoverable 10 10 26 10
Closing balance 162 162 37 46
The Directors consider that the carrying amount of other receivables is
approximately equal to their fair value.
6. Trade and other payables
Group Company Company Company
6 months to 30 June 2022 6 months to 30 June 2022 Year ended 6 months to 30 June 2021
31 Dec 2021
Unaudited Unaudited Unaudited
Audited
Trade payables 30 23 18 2
Accruals 58 58 64 38
Closing balance 89 81 82 40
The Directors consider that the carrying amount of trade payables approximates
to their fair value.
7. Share capital
Group Company Company Company
6 months to 30 June 2022 6 months to 30 June 2022 Year ended 6 months to 30 June 2021
31 Dec 2021
Unaudited Unaudited Unaudited
Audited
Allotted, called up and fully paid share capital 24 8 3 1
Movements in Equity
Number of shares in issue
Opening Ordinary Shares in issue of £0.0001 each
29,345,592
Issue of Ordinary Shares of £0.0001 each 52,500,000
Closing New Ordinary Shares in issue of £0.0001 each 81,845,592
The Company has one class of ordinary shares which carry no right to fixed
income.
8. 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:
Group Company Company Company
6 months to 30 June 2022 6 months to 30 June 2022 Year ended 6 months to 30 June 2021
31 Dec 2021
Unaudited Unaudited Unaudited
Audited
Floating interest rate £000'
Financial assets and liabilities - - - -
Cash 708 708 99 47
708 708 99 47
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.
9. Related party transactions
There were no related party transactions during the period.
10. Earnings per share
Earnings per share is calculated by dividing the loss for the period
attributable to ordinary equity shareholders of the parent by the number of
ordinary shares outstanding during the period.
During the period the calculation was based on the loss for the 6 month period
of £Error! Reference source not found.2,000 (2021: profit of £466,000)
divided by the weighted number of ordinary shares 26,908,140, (2021:
1,291,759).
11. Events after the reporting date
There have been no significant events between the end of the period and the
publication of these accounts.
- Ends -
For further information please contact:
URA Holdings plc +44 (0)746 368 6497
Bernard Olivier (CEO)
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
(https://uraholdingsplc.co.uk/announcements-publications.php)
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