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REG - GreenX Metals Ltd - Half-Year Accounts

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RNS Number : 9757G  GreenX Metals Limited  15 March 2024

GreenX Metals Limited

Interim Financial Report for the Half-Year Ended 31 December 2023

ABN 23 008 677 852

CORPORATE DIRECTORY

 

 DIRECTORS:                                                                       BANKERS:
 Mr Ian Middlemas                      Chairman

 Mr Benjamin Stoikovich             Director and CEO                              National Australia Bank Ltd

Mr Garry Hemming                    Non-Executive Director
Australia and New Zealand Banking Group Ltd

Mr Mark Pearce                          Non-Executive

 Director

 Mr Dylan Browne                       Company Secretary                          SHARE REGISTRIES:

                                                                                Australia:

PRINCIPAL OFFICES:                                                              Computershare Investor Services Pty Ltd
 London:
Level 17, 221 St Georges Terrace

Unit 3C, 38 Jermyn Street
Perth WA 6000

London SW1Y 6DN
Tel: +61 8 9323 2000

United Kingdom

 Tel: +44 207 487 3900

                                                                                United Kingdom:

Computershare Investor Services PLC

The Pavilions, Bridgewater Road
 Australia (Registered Office):
Bristol BS99 6ZZ

Level 9, 28 The Esplanade
Tel: +44 370 702 0000

Perth   WA   6000

Tel: +61 8 9322 6322

Fax: +61 8 9322 6558

                                                                                Poland:
                                                                                  Komisja Nadzoru Finansowego (KNF)

Plac Powstańców Warszawy 1, skr. poczt. 419
 Greenland:
00-950 Warszawa

Tel: +48 22 262 50 00
 ARC Joint Venture Company ApS

c/o Nuna Advokater

Box 59

Qulilerfik 2, 6.                                                                STOCK EXCHANGE LISTINGS:

3900 Nuuk

                                                                                Australia:

Australian Securities Exchange - ASX Code: GRX

 SOLICITORS:
 Thomson Geer

                                                                                United Kingdom:
                                                                                  London Stock Exchange (Main Board) - LSE Code: GRX

 AUDITOR:
 UHY Haines Norton - Sydney

                                                                                  Poland:
                                                                                  Warsaw Stock Exchange - GPW Code: GRX

 

 CONTENTS
 Selected Financial Data
 Directors' Report
 Directors' Declaration
 Consolidated Statement of Profit or Loss and other Comprehensive Income
 Consolidated Statement of Financial Position
 Consolidated Statement of Changes in Equity
 Consolidated Statement of Cash Flows
 Condensed Notes to the Consolidated Financial Statements
 Auditor's Independence Declaration
 Independent Auditor's Review Report

 

SELECTED FINANCIAL DATA (CONVERTED INTO PLN AND EUR)

 

                                                               Half-Year Ended    Half-Year Ended    Half-Year Ended    Half-Year Ended

31 December 2023
31 December 2022
31 December 2023
31 December 2022

PLN
PLN
EUR
EUR

 Arbitration finance facility income                           1,088,623           15,028,789        244,981             3,174,012
 Gas and property lease revenue                                7,193               418,291           1,619               88,341
 Exploration and evaluation expenses                           (1,253,279)         (2,093,485)       (282,035)           (442,135)
 Arbitration related expenses                                  (1,599,361)         (15,137,985)      (359,916)           (3,197,074)
 Net loss for the period                                       (5,372,179)         (4,488,239)       (1,208,943)         (947,896)
 Net cash flows from operating activities                      (3,885,394)         (4,264,524)       (874,360)           (900,648)
 Net cash flows from investing activities                      (4,737,288)         (10,072,066)      (1,066,068)         (2,127,175)
 Net cash flows from financing activities                      (429,445)           3,267,631         (96,641)            690,109
 Net increase in cash and cash equivalents                     (9,052,127)         (11,068,959)      (2,037,070)         (2,337,714)
 Basic and diluted loss per share (Grosz/EUR cents per share)  (1.97)              (1.73)            (0.44)              (0.37)

 

                            31 December 2023  30 June 2023  31 December 2023  30 June 2023

PLN
PLN
EUR
EUR

 Cash and cash equivalents  24,952,597        23,572,705    5,738,868         5,296,880
 Total Assets               52,464,610        48,746,541    12,066,378        10,953,540
 Total Liabilities          (4,944,625)       6,024,909     (1,137,218)       1,353,821
 Net Assets                 47,519,985        42,721,632    10,929,159        9,599,720
 Contributed equity         241,744,490       216,970,230   54,401,623        51,912,177

 

Figures of the consolidated statement of profit or loss and other
comprehensive income and consolidated statement of cash flows have been
converted into PLN and EUR by applying the arithmetic average for the final
day of each month for the reporting period, as published by the National Bank
of Poland (NBP). These exchange rates were 2.6889 AUD:PLN and 4.4437 PLN:EUR
for the six months ended 31 December 2023, and 3.1337 AUD:PLN and 4.7350
PLN:EUR for the six months ended 31 December 2022.

 

Assets and liabilities in the consolidated statement of financial position
have been converted into PLN and EUR by applying the exchange rate on the
final day of each respective reporting period as published by the NBP. These
exchange rates were: 2.6778 AUD:PLN and 4.3480 PLN:EUR on 31 December 2023,
and 2.7174 AUD:PLN and 4.4503 PLN:EUR on 30 June 2023.

 

 

DIRECTORS REPORT

 

The Directors of GreenX Metals Limited present their report on the
Consolidated Entity consisting of GreenX Metals Limited (Company or GreenX)
and the entities it controlled during the half-year ended 31 December 2023
(Consolidated Entity or Group).

 

DIRECTORS

 

The names and details of the Company's Directors in office at any time during
the half-year and until the date of this report are:

 

Directors:

Mr Ian Middlemas                                  Chairman
Mr Benjamin Stoikovich                        Director and CEO

Mr Garry Hemming                               Non-Executive
Director

Mr Mark Pearce
Non-Executive Director

Unless otherwise shown, all Directors were in office from the beginning of the
half-year until the date of this report.

 

OPERATING AND FINANCIAL REVIEW

 

Operations

 

Highlights:

·        In July 2023 GreenX entered into an Option Agreement with
Greenfields Exploration Limited (Greenfields) to acquire up to 100% of the
Eleonore North Gold Project (Eleonore North or ELN) in eastern Greenland.

 

o  2023 field work at Eleonore North was focused on determining the depth of
an intrusion within the project area by deployment of an array of seismic
nodes. The nodes have been retrieved with the recorded data now being
processed by a geophysics specialist consulting firm.

o  During the period, GreenX visited the Geological Survey of Denmark and
Greenland in Copenhagen and discussed general co-operation and data sharing in
respect of the Eleonore North region. GreenX also met with specialised arctic
logistics service providers having extensive experience in East Greenland.

o  Eleonore North has the potential to host a "reduced intrusion-related gold
system" (RIRGS), analogous to large bulk-tonnage deposit types found in
Canada.

·        In November 2022, the hearing for the claim against the
Republic of Poland under both the Energy Charter Treaty and the
Australia-Poland Bilateral Investment Treaty was concluded (Claim).

 

o  Combined arbitration hearing took place in front of the Tribunal in London
under the UNCITRAL Arbitration Rules.

o  With completion of the hearing, the Tribunal will render an Award
(decision) in due course.

o  Damages of up to £737 million (A$1.3 billion / PLN4.0 billion) have been
claimed including the assessed value of GreenX's lost profits and damages
related to both the Jan Karski and Debiensko projects, and accrued interest
related to any damages.

·        Cash balance as at 31 December 2023 was A$9.3 million.

Arctic Rift Copper Project

The Arctic Rift Copper Project (ARC) is an exploration joint venture between
GreenX and Greenfields. ARC is targeting large scale copper in multiple
settings across a 5,774 km(2) Special Exploration Licence in eastern North
Greenland. The area has been historically underexplored yet is prospective for
copper, forming part of the newly identified Kiffaanngissuseq metallogenic
province.

The results of the work program announced last year have demonstrated the
high-grade nature of the known copper sulphide mineralisation and wider copper
mineralisation in fault hosted Black Earth zones and adjacent sandstone units.
The exact position of a native copper fissure at the Neergaard Dal prospect
was also identified.

The Company is in the process of analysing further remote-sensing options for
ARC, which  would be used to supplement current understanding of the known
copper sulphide mineralisation and refine plans for the next exploration
program.

 

 Figure 1: Map of Greenland showing GreenX's ARC and Eleonore North license
 areas

 

Eleonore North Gold Project

In July 2023, GreenX entered into an Option Agreement (Agreement) with
Greenfields to acquire up to 100% of Eleonore North in eastern Greenland.

Eleonore North has the potential to host a RIRGS, analogous to large
bulk-tonnage deposit types found in Canada including Donlin Creek, Fort Knox
and Dublin Gulch.

Gold indicators documented at the high-priority Noa Pluton prospect within
Eleonore North include:

·      Geophysical "bullseye" anomaly 6 km wide co-incident with
elevated gold mineralisation from historical geochemical sampling.

·      Anomalous gold mineralisation associated with quartz veining
exposed at surface over a length of up to 15 km.

·      Historical sampling includes 4 m chip sample grading 1.93 g/t Au
and 1.9% Sb (refer to Appendix 1 of the Company's announcement on 10 July
2023).

Eleonore North has potential to host large scale, shallow, bulk tonnage gold
deposits. Eleonore North remains underexplored, with the existence of a
possible RIRGS being a relatively new geological interpretation based on the
historical data. Initial field work consists of a seismic survey to determine
the depth from surface to the Noa Pluton to aid in drill targeting.

Figure 2: Eleonore North licence area showing the 6km diameter geophysical
anomaly co-incident with gold veining visible at surface over some 15km at the
high priority Noa Pluton prospect

The Eleonore North license area contains other gold targets as well as copper,
antimony and tungsten prospects. At Holmesø there is copper and antimony
mineralisation outcropping at surface. Historical mapping and sampling in the
1970s at Holmesø show a prospective horizon between 15 m and 20 m thick, with
per cent level grades for both metals.

Eleonore North provides GreenX with gold exposure in Greenland and complements
GreenX's existing exploration prospect in Greenland, the Arctic Rift Copper
Project (ARC). There are significant synergies with regards to personnel,
logistics and equipment in having multiple exploration projects in Greenland.
Field works were conducted during the 2023 field season at Eleonore North,
with data collected from the seismic survey presently being analysed to inform
follow-on exploration program design. Results from the seismic analysis are
expected in the coming months.

Greenland is a mining friendly jurisdiction with strong Government support for
expanding its mining industry, simple laws and regulations, and a competitive
fiscal regime.

The primary target in Eleonore North is the Noa Pluton, followed by the
Holmesø prospect and its source intrusion.  The Noa Veins provide a
near-term drill target, however, the Company's 2023 field work was focussed on
determining the depth of the causative intrusion with greater precision using
a passive seismic survey. Once analysed, this information will assist with the
magnetic interpretation, provide more certainty for a future exploration
program, and help identify the size of the intrusion within the well-defined
hornfels.

 

Figure 3: Map showing prospects and geological features within the Eleonore
North license areas

Dispute with the Polish Government

In November 2022, the Company reported the conclusion of the Claim against the
Republic of Poland under both the Energy Charter Treaty (ECT) and the
Australia-Poland Bilateral Investment Treaty (BIT) (together the Treaties).
The hearing took place in London and lasted two weeks.

Following completion of the hearing, the Tribunal will render an Award (i.e.,
the legal term used for a 'decision' by the Tribunal) in due course with no
specified date available for the Tribunal decision.

As previously advised, the arbitration and hearing proceedings in relation to
the Claim are required to be kept confidential.

Details of the Claim

The Company's Claim against the Republic of Poland is being prosecuted through
an established and enforceable legal framework, with GreenX and Poland
agreeing to apply the United Nations Commission on International Trade Law
Rules (UNCITRAL) rules to the proceedings. The arbitration claims are being
administered through the Permanent Court of Arbitration in the Hague.

The evidentiary hearing phase of the arbitration proceedings has now been
completed in front of the Arbitral Tribunal. With completion of the hearing,
the Arbitral Tribunal will render an Award in due course. There is no
specified date for an Award to be rendered. The Company's claims for damages
against Poland are in the amount of up to £737 million (A$1.3 billion/PLN4.0
billion), which includes a revised assessment of the value of GreenX's lost
profits and damages related to both the Jan Karski and Debiensko projects, and
accrued interest related to any damages. The Claim for damages has been
assessed by independent external quantum experts appointed by GreenX
specifically for the purposes of the Claim.

In February 2019, GreenX formally notified the Polish Government that there
exists an investment dispute between GreenX and the Polish Government.
GreenX's notification called for prompt negotiations with the Government to
amicably resolve the dispute and indicated GreenX's right to submit the
dispute to international arbitration in the event of the dispute not being
resolved amicably.

In July 2020, the Company announced it had executed a litigation funding
agreement (LFA) for US$12.3 million with Litigation Capital Management (LCM).
US$10.7 million of the facility has been drawn down to cover legal, tribunal
and external expert costs as well as defined operating expenses associated
with the Claim. The Company does not anticipate further material drawdowns in
relation to the ongoing BIT and ECT Tribunal proceedings. The LFA is a limited
recourse loan with LCM that is on a "no win - no fee" basis.

In September 2020, GreenX announced that it had formally commenced with the
Claim by serving the Notices of Arbitration against the Republic of Poland. In
June 2021, GreenX announced that it had formally lodged its Statement of Claim
in the BIT arbitration, including the first assessed claim for compensation.
The Company's Statement of Reply, the last material filing to be made by the
Company for the BIT arbitration proceedings, was submitted in July 2021. The
Statement of Reply addresses various points raised by the Republic of Poland
in its Statement of Defence. The Statement of Reply also contains a
re-evaluation of the claim for damages based on responses to Poland's
Statement of Defence.

GreenX's dispute alleges that the Republic of Poland has breached its
obligations under the applicable Treaties through its actions to block the
development of the Company's Jan Karski and Debiensko projects in Poland which
effectively deprived GreenX of the entire value of its investments in Poland.

CORPORATE

Share Placing

In July 2023, the Company successfully completed a placing of 5.2 million new
ordinary shares at a price of A$0.80 (41 pence) per share to raise gross
proceeds of approximately A$4.2 million (~£2.1 million) from new and existing
investors.

The net proceeds from the placing will be used for exploration activities at
the Company's projects in Greenland and to ensure that GreenX retains its
strong balance sheet position.

Financial Position

GreenX had cash of A$9.3 million as at 31 December 2023.

Results of Operations

The net loss of the Consolidated Entity for the half-year ended 31 December
2023 was $1,997,911 (31 December 2022: $1,432,272 ). Significant items
contributing to the current half-year loss and the substantial differences
from the previous half-year include to the following:

(i)         Arbitration related expenses of $594,802 (31 December
2022: $4,830,784) relating to the Claim against the Republic of Poland. This
has been offset by the arbitration funding income of $404,858 (31 December
2022: $4,795,937);

(ii)        Exploration and evaluation expenses of $466,094 (31
December 2022: $298,378), which is attributable to the Group's accounting
policy of expensing exploration and evaluation expenditure incurred by the
Group subsequent to the acquisition of rights to explore and up to the
commencement of a bankable feasibility study for each separate area of
interest;

(iii)       Business development expenses of $195,882 (31 December 2022:
$132,578) which includes expenses relating to the Group's review of new
business and project opportunities plus also investor relations activities
during the six months to 31 December 2023 including public relations, digital
marketing, legal related expenses and business development consultant costs;
and

(iv)       Revenue of $252,221 (31 December 2022: $161,385) consisting
of interest income of $249,546 (31 December 2022: $27,901) and the receipt of
$ 2,675 (31 December 2022: $133,484) of gas and property lease income derived
at Debiensko.

Financial Position

At 31 December 2023, the Group had cash reserves of $9,318,320 (30 June 2023:
$8,674,728) placing it in a good financial position to continue with
exploration activities at in Greenland as well as pursuing business
development activities.

At 31 December 2023, the Company had net assets of $17,745,904 (30 June 2023:
$15,721,510) an increase of approximately 11% compared with 30 June 2023.
 This is largely attributable to the increase in exploration and evaluation
assets which amounts to A$8,984,599 (30 June 2023: $7,750,883).

Business Strategies and Prospects for Future Financial Years

GreenX's strategy is to create long-term shareholder value through the
discovery, exploration, development and acquisition of technically and
economically viable mineral deposits. This also includes pursuing the Claim
against the Republic of Poland through international arbitration in the short
to medium term.

To date, the Group has not commenced production of any minerals, nor has it
identified any Ore reserves in accordance with the JORC Code.  To achieve its
objective, the Group currently has the following business strategies and
prospects over the medium to long term:

·        Continue to enforce its rights through an established and
enforceable legal framework in relation to international arbitration for the
investment dispute between GreenX and the Polish Government that has arisen
out of certain measures taken by Poland in breach of the Treaties;

·        Identify and assess other suitable business opportunities in
the resources sector; and

·        Continue with current exploration activities in Greenland for
minerals, including for copper and gold.

All of these activities are inherently risky and the Board is unable to
provide certainty of the expected results of these activities, or that any or
all of these likely activities will be achieved. Furthermore, GreenX will
continue to take all necessary actions to preserve the Company's rights and
protect its investments in Poland, if and as required.  The material business
risks faced by the Group that could have an effect on the Group's future
prospects, and how the Group manages these risks, include the following:

·        Litigation risk - All industries, including the mining
industry, are subject to legal and arbitration claims. Specifically, and as
noted above, the Company is continuing with its Claim against the Republic of
Poland, and will strongly defend its position and will continue to take all
relevant actions to pursue its legal rights in the Claim process. In November
2022, the hearing for the Claim was completed with the Tribunal to render an
Award (i.e., a decision) in due course with no specified date available for
the Tribunal decision. There is however no certainty that the Claim will be
successful. If the Claim is unsuccessful, then this may have a material impact
on the value of the Company's securities.

·        Earn-in and joint venture contractual risk - The Company's
earn-in right to the ARC project is subject to the EIA with Greenfields as
announced in October 2021. The Company's ability to achieve its objectives is
dependent on it and other parties complying with their obligations under the
EIA. Any failure to comply with these obligations may result in the Company
not obtaining its interests in ARC and being unable to achieve its commercial
objectives, which may have a material adverse effect on the Company's
operations and the performance and value of the Shares. There is also the risk
of disputes arising with the Company's joint venture partner, Greenfields, the
resolution of which could lead to delays in the Company's proposed development
activities or financial loss.

When the Company earns in its interest in ARC, an incorporated joint venture
will be established between the Company and Greenfields. The nature of the
joint venture may change in future, including the ownership structure and
voting rights in relation to ARC, which may have an effect on the ability of
the Company to influence decisions on ARC.

With regards to the Option Agreement for ELN, it should be noted that the
Option Agreement is subject to a number of conditions precedent including the
payment of the option fee by the Company and there is a risk that the
transaction may not complete and the Company will not acquire the ELN project.

·        Operations in overseas jurisdictions risk - ELN and ARC are
located in Greenland, and as such, the operations of the Company will be
exposed to related risks and uncertainties associated with the country,
regional and local jurisdictions. Opposition to the projects, or changes in
local community support for the projects, along with any changes in mining or
investment policies or in political attitude in Greenland and, in particular
to the mining, processing or use of copper, may adversely affect the
operations, delay or impact the approval process or conditions imposed,
increase exploration and development costs, or reduce profitability of the
Company. Moreover, logistical difficulties may arise due to the assets being
located overseas such as the incurring of additional costs with respect to
overseeing and managing the projects, including expenses associated with
taking advice in relation to the application of local laws as well as the cost
of establishing a local presence in Greenland. Fluctuations in the currency of
Greenland may also affect the dealings and operations of the Company.

Failure to comply strictly with applicable laws, regulations and local
practices relating to mineral rights applications and tenure, could result in
loss, reduction or expropriation of entitlements, or the imposition of
additional local or foreign parties as joint venture partners with carried or
other interests. Further, the outcomes in courts in Greenland may be less
predictable than in Australia, which could affect the enforceability of
contracts entered into by the Company.

The projects are remotely located in an area that has an arctic climate and
that is categorised as an arctic desert, and as such, the operations of the
Company will be exposed to related risks and uncertainties of arctic
exploration, including adverse weather or ice conditions which may and has
prevented access to the projects, which can impact exploration and field
activities or generate unexpected costs. It is not possible for the Company to
predict or protect the Company against all such risks.

The Company also had previous operations in Poland which may be subject to
regulations concerning protection of the environment, including at the
Debiensko and Kaczyce projects which have both been relinquished by the
Company. As with all exploration projects and mining operations, activities
will have an impact on the environment including the possible requirement to
make good any disturbed or damaged land.

Existing and possible future environmental protection legislation, regulations
and actions could cause additional expense, capital expenditures and
restrictions, the extent of which cannot be predicted which could have a
material adverse effect on the Company's business, financial condition and
results of operations.

·        The Group's exploration and development activities will
require further capital - The exploration and any development of the Company's
exploration properties will require substantial additional financing. Failure
to obtain sufficient financing may result in delaying or indefinite
postponement of exploration and any development of the Company's properties or
even a loss of property interest. There can be no assurance that additional
capital or other types of financing will be available if needed or that, if
available, the terms of such financing will be favourable to the Company.

·        The Group's exploration properties may never be brought into
production - The exploration for, and development of, mineral deposits
involves a high degree of risk. Few properties which are explored are
ultimately developed into producing mines. To mitigate this risk, the Company
will undertake systematic and staged exploration and testing programs on its
mineral properties and, subject to the results of these exploration programs,
the Company will then progressively undertake a number of technical and
economic studies with respect to its projects prior to making a decision to
mine. However, there can be no guarantee that the studies will confirm the
technical and economic viability of the Company's mineral properties or that
the properties will be successfully brought into production.

·        The Group may be adversely affected by fluctuations in
mineral prices - The price of gold and copper fluctuates widely and is
affected by numerous factors beyond the control of the Group. Future
production, if any, from the Group's mineral properties will be dependent upon
gold and copper prices being adequate to make these properties economic. The
Group currently does not engage in any hedging or derivative transactions to
manage commodity price risk. As the Group's operations change, this policy
will be reviewed periodically going forward.

·        The Group may be adversely affected by competition within the
mineral industry - The Group competes with other domestic and international
copper companies, some of whom have larger financial and operating resources.
Increased competition could lead to higher supply or lower overall pricing.
There can be no assurance that the Company will not be materially impacted by
increased competition. In addition, the Group is continuing to secure
additional surface and mineral rights, however there can be no guarantee that
the Group will secure additional surface and mineral rights, which could
impact on the results of the Group's operations.

·        The Company may be adversely affected by fluctuations in
foreign exchange - Current and planned activities are predominantly
denominated in Sterling, Danish krone and/or Euros and the Company's ability
to fund these activates may be adversely affected if the Australian dollar
continues to fall against these currencies. The Company currently does not
engage in any hedging or derivative transactions to manage foreign exchange
risk. As the Company's operations change, this policy will be reviewed
periodically going forward.

RELATED PARTY DISCLOSURE

 

Balances and transactions between the Company and its subsidiaries, which are
related parties to the Company, have been eliminated on consolidation. There
have been no other transactions with related parties during the half-year
ended 31 December 2023, other than remuneration for Key Management Personnel
and payments of $170,000 (31 December 2022: $144,000) to Apollo Group Pty Ltd,
a Company of which Mr Mark Pearce is a Director and beneficial shareholder,
for the provision of serviced office facilities and administration services.
The amount is based on a monthly retainer due and payable in advance, with no
fixed term, and is able to be terminated by either party with one month's
notice. This item has been recognised as an expense in the Statement of Profit
or Loss and other Comprehensive Income.

 

SUBSTANTIAL SHAREHOLDERS (shareholder with voting power of at least 5%)

 

Substantial Shareholder notices have been received by the following:

 

 Substantial Shareholder                   Number of Shares/Votes  Voting Power
 CD Capital Natural Resources Fund III LP  44,776,120              16.4%

 

ORDINARY SHARES HELD BY DIRECTORS'

 

                         At the Date of this Report  31 December 2023  30 June 2023
 Mr Ian Middlemas        11,660,000                  11,660,000        11,660,000
 Mr Benjamin Stoikovich  819,406                     819,406           1,492,262
 Mr Garry Hemming        -                           -                 -
 Mr Mark Pearce          2,850,000                   2,850,000         3,300,000

 

SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

 

There were no significant events occurring after balance date requiring
disclosure.

 

AUDITOR'S INDEPENDENCE DECLARATION

 

Section 307C of the Corporations Act 2001 requires our auditors, Ernst and
Young, to provide the Directors of GreenX Metals Limited with an Independence
Declaration in relation to the review of the half-year financial report. This
Independence Declaration is on page 19 and forms part of this Directors'
Report.

 

Signed in accordance with a resolution of the Directors.

 

 

 

 

BEN STOIKOVICH

Director

 

 

13 March 2024

Competent Persons Statement

The information in this report that relates to exploration results were
extracted from the ASX announcement dated 10 July 2023 which is available to
view at www.greenxmetals.com (http://www.greenxmetals.com) .

GreenX confirms that (a) it is not aware of any new information or data that
materially affects the information included in the original announcement; (b)
all material assumptions and technical parameters underpinning the content in
the relevant announcement continue to apply and have not materially changed;
and (c) the form and context in which the Competent Person's findings are
presented have not been materially modified from the original announcement

Forward Looking Statements

This release may include forward-looking statements. These forward-looking
statements are based on GreenX's expectations and beliefs concerning future
events. Forward looking statements are necessarily subject to risks,
uncertainties and other factors, many of which are outside the control of
GreenX, which could cause actual results to differ materially from such
statements. GreenX makes no undertaking to subsequently update or revise the
forward-looking statements made in this release, to reflect the circumstances
or events after the date of that release.

DIRECTORS' DECLARATION

In accordance with a resolution of the Directors of GreenX Metals Limited, I
state that:

In the reasonable opinion of the Directors and to the best of their knowledge:

(a)        the attached financial statements and notes thereto for the
period ended 31 December 2023 are in accordance with the Corporations Act
2001, including:

(i)         complying with Accounting Standard AASB 134 Interim
Financial Reporting and the Corporations Regulations 2001; and

(ii)        giving a true and fair view of the financial position of
the Group as at 31 December 2023 and of its performance for the half-year
ended on that date; and

(b)        The Directors Report, which includes the Operating and
Financial Review, includes a fair review of:

(i)      important events during the first six months of the current
financial year and their impact on the half-year financial statements, and a
description of the principal risks and uncertainties for the remaining six
months of the year; and

(ii)     related party transactions that have taken place in the first six
months of the current financial year and that have materially affected the
financial position or performance of the Group during that period, and any
changes in the related party transactions described in the last annual report
that could have such a material effect; and

(c)        there are reasonable grounds to believe that the Company
will be able to pay its debts as and when they become due and payable.

 

 

On behalf of the Board

 

 

 

BEN STOIKOVICH

Director

 

13 March 2024

 

 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE HALF-YEAR ENDED 31 DECEMBER 2023

 

                                                                            Note  Half-Year Ended    Half-Year Ended

31 December 2023
31 December 2022

$
$

 Revenue                                                                    4(a)   252,221            161,385
 Other income                                                               4(b)   404,858            4,795,937
 Exploration and evaluation expenses                                               (466,094)          (298,378)
 Employment expenses                                                               (660,233)          (553,444)
 Administration and corporate expenses                                             (263,358)          (167,031)
 Occupancy expenses                                                                (447,045)          (419,887)
 Share-based payment expense                                                       (42,341)           -
 Business development expenses                                                     (195,882)          (132,578)
 Arbitration related expenses                                                      (594,802)          (4,830,784)
 Other                                                                             14,765            12,508
 Loss before income tax                                                           (1,997,911)        (1,432,272)
 Income tax expense                                                               -                  -
 Net loss for the period                                                          (1,997,911)        (1,432,272)

 Net loss attributable to members of GreenX Metals Limited                        (1,997,911)        (1,432,272)

 Other comprehensive income
 Items that may be reclassified subsequently to profit or loss:
 Exchange differences on translation of foreign operations                        (7,127)            (50,479)
 Total other comprehensive loss for the period                                    (7,127)            (50,479)
 Total comprehensive loss for the period                                          (2,005,038)        (1,482,751)

 Total comprehensive loss attributable to members of GreenX Metals Limited        (2,005,038)        (1,482,751)

 Basic and diluted loss per share (cents per share)                                (0.73)             (0.55)

 

 

The above Consolidated Statement of Profit or Loss and other Comprehensive
Income should be read in conjunction with the accompanying notes.

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2023

 

                                    Note  31 December 2023  30 June 2023

$

                                                            $

 ASSETS
 Current Assets
 Cash and cash equivalents                 9,318,320        8,674,728
 Trade and other receivables        5      262,834          203,552
 Total Current Assets                      9,581,154        8,878,280

 Non-Current Assets
 Exploration and evaluation assets  6      8,984,599        7,750,883
 Property, plant and equipment      7      838,064          1,119,212
 Other                                     188,614          190,295
 Total Non-Current Assets                 10,011,277        9,060,390

 TOTAL ASSETS                             19,592,431        17,938,670

 LIABILITIES
 Current Liabilities
 Trade and other payables                  754,616          973,564
 Other financial liabilities        8(a)   285,006          281,443
 Provisions                         9(a)   458,086          450,857
 Total Current Liabilities                1,497,708         1,705,864

 Non-Current Liabilities
 Other financial liabilities        8(b)   152,954          300,897
 Provisions                         9(b)   195,865          210,399
 Total Non-Current Liabilities            348,819           511,296

 TOTAL LIABILITIES                        1,846,527         2,217,160

 NET ASSETS                               17,745,904        15,721,510

 EQUITY
 Contributed equity                 10    89,969,344        85,917,513
 Reserves                           11     10,950,676       10,980,202
 Accumulated losses                        (83,174,116)     (81,176,205)
 TOTAL EQUITY                              17,745,904       15,721,510

The above Consolidated Statement of Financial Position should be read in
conjunction with the accompanying notes.

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE HALF-YEAR ENDED 31 DECEMBER 2023

 

                                                            Contributed Equity  Share-based Payments Reserve  Foreign Currency Translation Reserve  Other Equity  Accumulated Losses  Total

Equity
                                                            $                   $                             $                                     $             $                   $

 Balance at 1 July 2023                                     85,917,513          4,583,192                     189,517                               6,207,493     (81,176,205)        15,721,510
 Net loss for the period                                    -                   -                             -                                     -             (1,997,911)         (1,997,911)
 Other comprehensive income for the half-year
 Exchange differences on translation of foreign operations  -                   -                             (7,127)                               -             -                   (7,127)
 Total comprehensive loss for the period                     -                   -                            (7,127)                                -            (1,997,911)         (2,005,038)
 Issue of shares                                            4,163,600           -                             -                                     -             -                   4,163,600
 Share issue costs                                          (176,509)           -                             -                                     -             -                   (176,509)
 Transfer from share-based payment reserve                  64,740              (64,740)                      -                                     -             -                   -
 Recognition of share-based payments                        -                   42,341                        -                                     -             -                   42,341
 Balance at 31 December 2023                                89,969,344          4,560,793                     182,390                               6,207,493     (83,174,116)        17,745,904

 Balance at 1 July 2022                                      78,410,052          4,558,339                     287,891                               6,207,493     (77,651,359)        11,812,416
 Net loss for the period                                    -                   -                             -                                     -              (1,432,272)         (1,432,272)
 Other comprehensive income for the half-year
 Exchange differences on translation of foreign operations  -                   -                              (50,479)                             -             -                    (50,479)
 Total comprehensive loss for the period                     -                   -                             (50,479)                              -             (1,432,272)         (1,482,751)
 Balance at 31 December 2022                                 78,410,052          4,558,339                     237,412                               6,207,493     (79,083,631)        10,329,665

 

The above Consolidated Statement of Changes in Equity should be read in
conjunction with the accompanying notes.

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE HALF-YEAR ENDED 31 DECEMBER 2023

                                                                          Half-Year Ended    Half-Year Ended

31 December 2023
31 December 2022

$
$

 Cash flows from operating activities
 Payments to suppliers and employees                                       (2,139,190)        (1,481,931)
 Proceeds from property lease and gas sales                                2,675              92,114
 Interest revenue from third parties                                       254,435            28,936
 Net cash outflow from operating activities                                (1,882,080)        (1,360,881)

 Cash flows from investing activities
 Payments for property, plant and equipment                                (2,244)            -
 Payments for arbitration related expenses                                 -                  (1,316,530)
 Payments for exploration and expenditure                                  (1,322,446)        (1,897,634)
 Net cash outflow from investing activities                                (1,324,690)        (3,214,164)

 Cash flows from financing activities
 Proceeds from issue of shares                                             4,163,600          -
 Payments for share issue costs                                            (153,528)          -
 Receipts from arbitration funding                                         -                  1,187,056
 Payments for lease liabilities                                            (159,710)          (144,300)
 Net cash inflow from financing activities                                 3,850,362          1,042,756

 Net increase/(decrease) in cash and cash equivalents                     643,592             (3,532,289)
 Cash and cash equivalents at the beginning of the period                  8,674,728          6,106,847
 Cash and cash equivalents at the end of the period                        9,318,320          2,574,558

 

The above Consolidated Statement of Cash Flows should be read in conjunction
with the accompanying notes.

 

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF-YEAR ENDED 31 DECEMBER 2023

 
1.          SUMMARY OF MATERIAL ACCOUNTING POLICIES
(a)        Statement of Compliance

The interim consolidated financial statements of the Group for the half-year
ended 31 December 2023 were authorised for issue in accordance with the
resolution of the Directors.

This general purpose financial report for the interim half-year reporting
period ended 31 December 2023 has been prepared in accordance with Accounting
Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001.

This interim financial report does not include all the notes of the type
normally included in an annual financial report.  Accordingly, this report is
to be read in conjunction with the annual report of GreenX Metals Limited for
the year ended 30 June 2023 and any public announcements made by the Company
and its controlled entities during the interim reporting period in accordance
with the continuous disclosure requirements of the Corporations Act 2001.

2.          BASIS OF PREPARATION AND CHANGES TO THE GROUP'S ACCOUNTING POLICIES
(a)        Basis of Preparation of Half-Year Financial Report

The consolidated financial statements have been prepared on the basis of
historical cost. Cost is based on the fair values of the consideration given
in exchange for assets. All amounts are presented in Australian dollars. The
financial statements have been prepared on the going concern basis, which
contemplates the continuity of normal business activity and the realisation of
assets and the settlement of liabilities in the normal course of business.

The Group has updated the classification of expenses to make the Statement of
Profit or Loss and other Comprehensive Income more relevant to users of the
financial report. This has resulted in the reclassification of some items in
the prior period, however, has not impacted the reported loss for the period.
The Group has also updated the classification of the Ordinary Shares relating
to the calculation for basic and diluted earnings per share (EPS) for the
prior period, this has resulted in an updated EPS. The update was made to
ensure EPS is more relevant to users of the financial report.

(b)        New Standards, interpretations and amendments thereof, adopted by the Group

The accounting policies and methods of computation adopted in the preparation
of the consolidated half-year financial report are consistent with those
adopted and disclosed in the company's annual financial report for the year
ended 30 June 2023 and the comparative interim period, other than as detailed
below.

In the current period, the Group has adopted all of the new and revised
Standards and Interpretations issued by the Australian Accounting Standards
Board (the AASB) that are relevant to its operations and effective for annual
reporting periods beginning on or after 1 July 2023.

New and revised Standards and amendments thereof and Interpretations effective
for the current half-year that are relevant to the Group include:

·           AASB 2020-3 Amendment to AASB 9 - Test for
Derecognition of Financial Liabilities

·           Conceptual Framework and Financial Reporting

The Group has not early adopted any other standard, interpretation or
amendment that has been issued but is not yet effective.

(c)        Issued standards and interpretations not early adopted

Australian Accounting Standards and Interpretations that have recently been
issued or amended but are not yet effective have not been adopted by the
Company for the reporting period ended 31 December 2023. Those which may be
relevant to the Company are set out in the table below, but these are not
expected to have any significant impact on the Company's financial statements:

 Standard/Interpretation                                                        Application Date of Standard  Application Date for Company
 AASB 2020-1 Amendments to Australian Accounting Standards - Classification of  1 January 2024                1 July 2024
 Liabilities as Current or Non-Current
 AASB 2021-7(a-c) Amendments to Australian Accounting Standards - Effective     1 January 2025                1 July 2025
 Date of Amendments to AASB 10 and AASB 128 and Editorial Corrections

 

3.          SEGMENT INFORMATION

AASB 8 requires operating segments to be identified on the basis of internal
reports about components of the Consolidated Entity that are regularly
reviewed by the chief operating decision maker in order to allocate resources
to the segment and to assess its performance.

The Consolidated Entity operates in one segment, being mineral exploration.
This is the basis on which internal reports are provided to the Chief
Executive Officer for assessing performance and determining the allocation of
resources within the Consolidated Entity.

                                                       Half-Year ended 31 December 2023   Half-Year ended

$
31 December 2022

$
 4.          REVENUE AND OTHER INCOME
 (a)        Revenue
 Interest Income                                        249,546                            27,901
 Gas and property lease revenue                         2,675                              133,484
                                                        252,221                            161,385
 (b)        Other income
 Arbitration finance facility income                    404,858                            4,795,937
                                                        404,858                            4,795,937

                                                       31 December 2023                   30 June 2023

$
$

 5.          TRADE AND OTHER RECEIVABLES
 Trade receivables                                      24,214                            46,076
 Arbitration finance facility receivable                -                                 9,590
 Interest receivable                                    17,621                            22,458
 Deposits/prepayments                                   1,558                             2,932
 GST and other receivables                              219,441                           122,496
                                                        262,834                           203,552

 

                                                         Arctic Rift Copper Project  Eleonore North Gold Project  Total

$
$

 6.          EXPLORATION AND EVALUATION ASSETS
 Carrying amount at 1 July 2023                          7,750,883                   -                            7,750,883
 ARC Earn-in expenditure(2)                              14,871                      -                            14,871
 ELN work program expenditure(3)                         -                           1,218,845                    1,218,845
 Carrying amount at 31 December 2023(1)                  7,765,754                   1,218,845                    8,984,599

Note:

(1)                  The ultimate recoupment of costs carried
forward for exploration and evaluation is dependent on the successful
development and commercial exploitation or sale of the respective areas of
interest.

(2                                  ) GreenX
will earn an interest of up 80% in ARC through an EIA between Mineral
Investment Pty Ltd ("MIPL"), a wholly owned subsidiary of the Company. Other
key terms of the EIA are included in the 2023 annual report.

(3                                  ) In July
2023, GreenX entered into an Option Agreement with Greenfields to acquire up
to 100% of ELN. The option to acquire ELN vested once GreenX spent a minimum
A$600,000 on an agreed work exploration program at ELN with results from the
program expected in the coming months. The option to acquire ELN expires on 30
June 2024.

 

                                                     Plant and   Right-of-use assets  Total

equipment
                                                     $           $                    $
 7.          PROPERTY, PLANT AND EQUIPMENT
 Carrying amount at 1 July 2023                      582,720     536,492              1,119,212
 Additions                                           2,244       -                    2,244
 Depreciation and amortisation                       (152,202)   (131,190)            (283,392)
 Carrying amount at 31 December 2023                 432,762     405,302              838,064
  - at cost                                          1,231,258   1,487,519            2,720,837
  - accumulated depreciation and amortisation        (798,496)   (1,082,217)          (1,882,773)

 

                                                       31 December 2023   30 June 2023

$
$

 8.          OTHER FINANCIAL LIABILITIES
 (a)        Current:
 Lease liability(1)                                      285,006          281,443

 (b)        Non-Current:
 Lease liability(1)                                    152,954            300,897

Note:

(1                                  ) The
Company has a lease agreement for the rental of a property. Refer to Note 7
for the carrying amount of the right of use asset relating to the lease. The
following are amounts recognised in the Statement of Profit and Loss: (i)
amortisation expense of right of use asset $131,190 (31 December 2022:
$131,190); (ii) interest expense on lease liabilities of $18,594 (31 December
2022: $25,193); and (iii) rent expense of $116,504 (31 December 2022:
$108,873).

 

 

                                                                          31 December 2023   30 June 2023

$
$

 9.          PROVISIONS
 (a)        Current Provisions:
 Provisions for the protection against mining damage at Debiensko(1)      417,578            390,841
 Provision for closure of gas project(2)                                   33,903            54,336
 Annual leave provision                                                    6,605             5,680
                                                                           458,086           450,857

 (b)        Non-Current Provisions:
 Provisions for the protection against mining damage at Debiensko(1)        195,865          210,399
                                                                          195,865            210,399

Note:

(1                                  ) As
Debiensko was previously an operating mine, the Group has provided for the pay
out of mining land damages to surrounding land owners who have made a
legitimate legal claim under Polish law.

(2)                  In the prior period, the Company
completed the sale of the Kaczyce 1 licence infrastructure to a third party
following the expiry of the licence.

 

                                                                               Note   31 December 2023   30 June 2023

$
$
 10.        CONTRIBUTED EQUITY
 (a)        Issued and Unissued Capital
 273,478,939 (30 June 2023: 267,674,439) fully paid ordinary shares            10(b)    87,369,332       83,317,501
 Loan Note 2 exchangeable into fully paid ordinary shares at $0.46 per share,          2,600,012         2,600,012
 net of transaction costs(1)
 Total Contributed Equity                                                             89,969,344         85,917,513

Note:

(1                                  ) On 2
July 2017, GreenX and CD Capital completed an investment of US$2.0 million
(A$2.6 million) in the form of the non-redeemable, non-interest-bearing
convertible Loan Note 2. The Loan Note 2 is convertible into ordinary shares
of GreenX at an issue price of A$0.46 per share and is accounted for as equity
(in full). Other key terms of the Loan Note 2 are included in the 2023 annual
report.

(b)        Movements in fully paid ordinary shares during the past six months

 

 Date              Details                                                             Number of Ordinary Shares  $

 1 Jul 23          Opening balance                                                     267,674,439                83,317,501
 21 Jul 2023       Issue of placing shares                                             5,204,500                  4,163,600
 1 Nov 2023        Exercise of $0.45 incentive options (cashless)                      600,000                    -
 Jul 23 to Dec 23  Transfer from share-based payment reserve upon exercise of options  -                          64,740
 Jul 23 to Dec 23  Share issue costs                                                   -                          (176,509)
 31 Dec 23         Closing balance                                                     273,478,939                87,369,332

 1 Jul 22          Opening balance                                                     253,620,464                75,810,040
 14 Mar 2023       Issue of placing shares                                             14,053,975                 7,729,686
 Jul 22 to Jun 23  Share issue costs                                                   -                          (222,225)
 30 Jun 23         Closing balance                                                     267,674,439                83,317,501

 

                                       Note   31 December 2023   30 June 2023

$
$
 11.        RESERVES
 Share-based payments reserve          11(a)   4,560,793         4,583,192
 Foreign currency translation reserve          182,390           189,517
 Other equity reserve                          6,207,493         6,207,493
                                               10,950,676        10,980,202

(a)        Movements in share-based payments reserve during the past six months

 

 Date              Details                                         Number of           Number of Performance Rights  $

Incentive Options

 1 Jul 2023        Opening balance                                 10,900,000          11,000,000                    4,583,192
 30 Oct 2023       Exercise of $0.45 incentive options (cashless)  (600,000)           -                             (64,740)
 Jul 23 to Dec 23  Share-based payments expense                    -                   -                             42,341
 31 Dec 2023       Closing balance                                 10,300,000          11,000,000                    4,560,793

 1 Jul 2022        Opening balance                                 10,750,000          11,000,000                    4,558,339
 15 Mar 2023       Issue of Incentive Options                      150,000             -                             -
 Jul 22 to Jun 23  Share-based payments expense                    -                   -                             24,853
 30 Jun 2023       Closing balance                                 10,900,000          11,000,000                    4,583,192

12.        CONTINGENT ASSETS AND LIABILITIES

There have been no changes to contingent assets or liabilities since the date
of the last annual report which relate to the arbitration Claim against the
Republic of Poland and the associated LFA with LCM. Please refer to the 2023
annual report for further details.

13.        COMMITMENTS

To secure the services of the Greenfields exploration team in relation to the
ARC and ELN projects, GreenX will pay a services fee of approximately $59,500
per month to 30 June 2024.

14.        FINANCIAL INSTRUMENTS

The Group's financial assets and liabilities, which comprise of cash and cash
equivalents, trade and other receivables, trade and other payables and other
financial liabilities, may be impacted by foreign exchange movements. At 31
December 2023 and 30 June 2023, the carrying value of the Group's financial
assets and liabilities approximate their fair value.

15.        DIVIDENDS PAID OR PROVIDED FOR

No dividend has been paid or provided for during the half-year (31 December
2022: nil).

16.        SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

There were no significant events occurring after balance date requiring
disclosure.

AUDITOR'S INDEPENDENCE DECLARATION

INDEPENDENT AUDITOR'S REVIEW REPORT

 

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