REG - Metals One PLC - Half-year Report
28/09/2023 07:00
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RNS Number : 9090N Metals One PLC 28 September 2023
28 September 2023
Metals One Plc
("Metals One" or the "Company")
Half-Year Report
Metals One, which is advancing battery metal projects at brownfield sites in
Finland and Norway, today announces its unaudited interim results for the six
months ended 30 June 2023. These results will shortly be made available on the
Company's website at www.metals-one.com (http://www.metals-one.com) .
Alastair Clayton, Chairman of Metals One, commented:
"The six-month period ended 30 June 2023 was incredibly busy for the Company
as it worked towards completion of its IPO and concurrent acquisitions of
European brownfield battery metals projects which occurred after the reporting
period.
Metals One has listed with interests in nickel projects with substantial
exploration carry exposure through farm-ins at a critical time for battery
metals driven by the continued rise in electric vehicle adoption globally.
With European brownfield projects, experienced partners, and funded work
programmes in place, our projects are well positioned for rapid advancement as
we seek to establish ethically mined sources of critical minerals, including
nickel, in Europe, close to future customers.
Exploration in Norway is well underway with Kingsrose, whilst in Finland we
are finalising plans to commence phase one drilling in the near future. We
look forward to updating shareholders on further news as we continue our work
programmes."
Enquiries:
Metals One Plc
Jonathan Owen, Chief Executive Officer via Vigo Consulting
+44 (0)20 7390 0234
Beaumont Cornish Limited (Nominated Adviser) +44 (0)20 7628 3396
James Biddle / Roland Cornish
www.beaumontcornish.com (http://www.beaumontcornish.com)
Shard Capital Partners LLP (Joint Broker) +44 (0)20 7186 9952
Damon Heath / Erik Woolgar
SI Capital Limited (Joint Broker) +44 (0)14 83413 500
Nick Emerson
Vigo Consulting (Investor Relations) +44 (0)20 7390 0234
Ben Simons / Kendall Hill
metalsone@vigoconsulting.com (mailto:metalsone@vigoconsulting.com)
About Metals One
Metals One is developing brownfield battery metals projects in Finland (Black
Schist Project) and Norway (SRH Råna Project), with approximately £9 million
of exploration carry exposure through farm-in agreements. Metals One is aiming
to help meet the significant demand for battery metals by defining resources
on the doorstep of Europe's major electric vehicle OEMs and battery
manufacturers. Metals One's Black Schist Project in Finland, totalling 706
km(2) across three licence areas, has an Inferred Resource of 28.1 Mt
nickel-zinc-cobalt-copper and is located adjacent to Talvivaara, Europe's
largest operating nickel mine. Metals One's fully carried SRH Råna Project in
Norway covers 18.14 km² across three contiguous exploration licences, with
significant opportunity for brownfield exploration of the Råna intrusion, and
proven potential for massive sulphide nickel-cobalt-copper mineralisation.
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Chairman's Statement
Introduction
I am pleased to present the first financial report of Metals One since its
admission to the London Stock Exchange AIM market.
The six-month period ended 30 June 2023 was incredibly busy for the Company as
it worked towards completion of its IPO and concurrent acquisitions of
European brownfield battery metals projects which occurred after the reporting
period.
On 31 July 2023, the Company completed the acquisition of FinnAust Mining
Northern Oy ("FAMN"), the 100% owner of the Paltamo and Rautavaara
Nickel-Zinc-Copper-Cobalt ("Ni-Zn-Cu-Co") projects (the "Black Schist
Project") in the Kainuu Black Schist Belt in eastern Finland, from AIM-listed
Bluejay Mining Plc (AIM: JAY), as well as the acquisition of Scandinavian
Resource Holdings ("SRH"), which holds 80% of the Råna Project in Northern
Norway through a Joint Venture ("JV") with Kingsrose Mining Ltd (ASX: KRM)
("Kingsrose").
On the same date, the Company completed its listing on the AIM market of the
London Stock Exchange, having raised £2.2 million for working capital for the
Company and its projects; therefore, the accounts presented below do not
include the proceeds from the £2.2 million gross capital raise completed
post-period end.
The Company presents its interim results for the six month period ended 30
June 2023 along with the interim results for the Company's group companies,
FAMN in Appendix 1 and SRH in Appendix 2, for the same period.
Finland - Black Schist Ni-Zn-Cu-Co Project
Inferred Mineral Resource of 28.1 Mt at a grade of 0.19% Ni (53,800t), 0.10%
Cu (27,900t), 0.01% Co (3,400t) and 0.38% Zn (180,000t) at Rautavaara
The Black Schist Project in Finland comprises two exploration permit
applications (with pending extensions), being Rauta 9-11, and Paltamo (P5)
(the "Paltamo Project"). There is a further exploration permit application for
Rautavaara S (R1) which is located adjacent to Rauta 9-11 (which is referred
to alongside Rauta 9-11 as the "Rautavaara Project").
The Rautavaara and Paltamo Projects are located in the Northern Savonia and
Kainuu regions respectively of eastern Finland, adjacent to Europe's largest
operating nickel mine, Talvivaara. The primary exploration model Metals One is
pursuing at the Black Schist Project is for Talvivaara-style shale-hosted
Ni-Zn-Cu-Co deposits. Metals One is also open to exploration for
Outokumpu-style Ni-Zn-Cu-Co volcanogenic massive sulphide deposits.
The Company has entered into an agreement in relation to its Black Schist
Project, pursuant to which AIM-listed Gunsynd Plc (AIM: GUN) has agreed to
acquire up to 25% for a staged investment of up to £1 million.
Norway - SRH Råna Ni-Cu-Co Project
Brownfield exploration of Råna Intrusion - fully carried
The Company's assets in Norway consist of an 80% interest in the Råna Project
(Ni-Cu-Co) located on the southern shores of the Ofotfjord and situated
approximately 20 km to the southwest of the port town of Narvik. The Råna
Project consists of contiguous exploration permits with a total area of 18.14
km2 that cover the northern and northwestern parts of the Råna mafic to
ultramafic Intrusion ("Råna Intrusion"). The project has proven potential for
massive sulphide Ni-Cu-Co mineralisation.
The Company's interest in the Råna Project is owned through a JV with
Kingsrose, who are operator of the project and have a right to earn up to 75%
over eight years through staged expenditure of up to A$15 million.
Metals One announced an update from diamond drilling on 4 September 2023.
Results confirmed the presence of high-grade semi-massive Ni-Cu-Co sulphide
mineralisation, and a broad zone of disseminated sulphide mineralisation at
Bruvann, located within the Arnes prospect, whilst demonstrating that
mineralisation in the area is open along strike from existing mine
infrastructure.
Highlights included:
· 2.5m at 1.00% Ni, 0.14% Cu and 0.08% Co from 172.91m (Hole 23BRU001),
including 1.0m at 1.94% Ni, 0.18% Cu and 0.18% Co from 173.91m
o This intercept is located 20m southwest and along strike from an
historical massive sulphide drill intercept, located 70m south of the inferred
position of historical underground workings.
· 50m at 0.43% Ni, 0.10% Cu and 0.02% Co from 470.6m (Hole 23BRU003)
o This intercept is located 20m down dip from broad zones of mineralisation
identified in historical drilling and underground mining, which is open and
undrilled to the west and down dip.
Having recently completed in September 2023 a site visit to our Råna Project,
I am pleased to confirm that the operator is progressing the work programme to
plan. We witnessed initial drilling of a new Rånbogen target, close to
outcropping mineralisation, and observed the ongoing downhole electromagnetic
surveys at the prospect, following up on geophysical surveys that identified
conductive zones highly prospective for massive sulphide Ni-Cu-Co
mineralisation.
At the Bruvann target, we inspected the high-grade massive sulphide Ni-Cu-Co
interceptions reported in hole 23BRU001, and the disseminated sulphide
mineralisation reported in hole 23BRU003.
Conclusion
Metals One has listed with interests in battery metals project with
substantial exploration carry exposure through farm-ins at a critical time for
the sector driven by the continued rise in electric vehicle adoption globally.
With European brownfield projects, experienced partners, and funded work
programmes in place, our projects are well positioned for rapid advancement as
we seek to establish ethically mined sources of critical minerals, including
nickel, in Europe, close to future customers.
Exploration in Norway is well underway with Kingsrose, whilst in Finland we
are finalising plans to commence phase one drilling. We look forward to
updating shareholders on further news as we continue our work programmes.
I would like to thank the team at Metals One and its advisers for their hard
work leading up to the IPO and project acquisitions, and also our shareholders
for their continued support of the Company's strategy.
Alastair Clayton
Chairman
STATEMENT OF PROFIT AND LOSS
Unaudited Unaudited
6 months ending 30 June 2023 6 months ending 30 June 2022
£ £
Note
Continuing operations
Other income - 29,646
Administrative expenses 3 (118,893) (184,017)
Operating (loss)/ profit (118,893) (154,371)
(Loss) / Profit before taxation (118,893) (154,371)
Income tax expense - -
(Loss)/ profit for the period from continuing operations (118,893) (154,371)
Other comprehensive income - -
Total comprehensive profit for the period attributable to shareholders from (118,893) (154,371)
continuing operations
Basic and dilutive earnings per share - pence 4 (0.6) (0.83)
The accompanying notes form an integral part of the Interim Financial
Information.
STATEMENT OF FINANCIAL POSITION
Unaudited Audited
Note As at As at
30 June 2023 31 Dec 2022
£
£
Current Assets
Other current assets 10,043 66,188
Cash and cash equivalents 15,263 39,875
Total Current Assets 25,306 106,063
Total Assets 25,306 106,063
Equity
Share capital 5 197,500 197,500
Share premium 5 374,259 374,259
Retained earnings (730,935) (612,041)
Total Equity (159,176) (40,282)
Current Liabilities
Trade and other payables 184,482 146,345
Total Current Liabilities 184,482 146,345
Total Liabilities 184,482 146,345
Total Equity and Liabilities 25,306 106,063
The accompanying notes form an integral part of the Interim Financial
Information.
STATEMENT OF CHANGES IN EQUITY
Share Capital Share Premium Retained Earnings Total Equity
£
£
£
£
Balance at 31 December 2021 172,500 299,259 (358,375) 113,384
Loss for period - - (253,666) (253,666)
Total comprehensive income for year - - (253,666) (253,666)
Transactions with owners in own capacity
Ordinary shares issued in period 25,000 75,000 - 100,000
Share Issue Costs - - - -
Transactions with owners in own capacity 25,000 75,000 - 100,000
Balance at 31 December 2022 197,500 374,259 (612,041) (40,282)
Loss for period - - (118,893) (118,893)
Total comprehensive income for period - - (118,893) (118,893)
Transactions with owners in own capacity
Ordinary shares issued in period - - - -
Share Issue Costs - - - -
Transactions with owners in own capacity
Balance at 30 June 2023 197,500 374,259 (730,934) (159,175)
The accompanying notes form an integral part of the Interim Financial
Information.
STATEMENT OF CASH FLOWS
Unaudited Unaudited
6 months ending 30 June 2023 6 months ending 30 June 2022
Note
Cash flow from Operating Activities
(Loss)/Profit for the financial year (118,893) (154,371)
Adjustments for:
Changes in working capital:
Increase in trade and other receivables (128,775)
56,144
Increase in trade and other payables 137,800
38,137
Net cash used in operating activities (24,612) (145,346)
Cash flow from Financing Activities
Net proceeds of share issue - 100,000
Net cash used in financing activities - 100,000
Net increase in cash and cash equivalents (24,612) (45,346)
Cash and cash equivalents at beginning of period 39,875 174,684
Cash and cash equivalents at the end of the period 15,263 129,338
The accompanying notes form an integral part of the Interim Financial
Information
NOTES TO THE INTERIM FINANCIAL STATEMENTS
1 General information
Metals One plc, a public limited Company was incorporated on 26th January 2021
in England and Wales with Registered Number 13158079 under the Companies Act
2006. The address of its registered office is Eccleston Yards, 25 Eccleston
Place, London SW1W 9NF, United Kingdom.
The principal activity of the Company is mining exploration for battery
metals.
2 Basis of preparation and accounting Policies
IAS 8 requires that management shall use its judgement in developing and
applying accounting policies that result in information which is relevant to
the economic decision-making needs of users, that are reliable, free from
bias, prudent, complete and represent faithfully the financial position,
financial performance and cash flows of the entity.
The same accounting policies, presentation and methods of computation have
been followed in these Condensed Interim Financial Information as were applied
in the preparation of Metals One PLC's Audited Accounts for the period ended
31 December 2022, except for the impact of the adoption of the Standards and
interpretations described below and new accounting policies adopted as a
result of changes in the Company.
On 31 July 2023 Metals One PLC acquired the share capital of Scandinavian
Resource Holdings (SRH) and Finaust Northern Mining Oy (FAMN). The Condensed
Interim Financial Report for 30 June 2023 has not been prepared on a
consolidated basis to include financial information on SRH and FAMN. The
Interim Reports for SRH and FAMN have been included in the appendices of this
report as stand-alone entities and will be consolidated for the year ended 31
December 2023.
2.1 Going concern
The interim financial statements have been prepared under the going concern
assumption, which presumes that the Company will be able to meet its
obligations as they fall due for the foreseeable future.
At 30 June 2023 the Company had cash reserves of £15,263 (31 December 2022:
£39,875).
Subsequent to the end of the period the Company successfully listed on AIM
stock exchange and raised gross proceeds of £2,200,000 through the issue of
44,000,000 ordinary shares. Refer to note 9 for further information.
The Directors have made an assessment of the Company's ability to continue as
a going concern and are satisfied that the Company has adequate resources to
continue in operational existence for the foreseeable future. The Company,
therefore, continues to adopt the going concern basis in preparing its
consolidated financial statements.
The financial information of the Company is presented in British Pounds
Sterling (£)
2.2 New standards, amendments and interpretations
Standards and interpretations issued and not yet effective:
Standards, amendments and interpretations that are not yet effective and have
not been early adopted are as follows:
Standard Impact on initial application Effective date
IFRS 16 Lease Liability in a Sale and Leaseback 1 January 2024
(Amendment to IFRS 16)
IAS 7 Financial instruments : Disclosures 1 January 2024
IAS 1 Classification of Liabilities as Current or Non-Current. 1 January 2024
Standards and interpretations adopted in the period
There have been no new or amended standards adopted by the Company for the
first time during the interim period.
2.3 Critical accounting estimates and judgements
The preparation of interim consolidated financial information requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets and
liabilities and the reported amounts of income and expenses during the
reporting period. Although these estimates are based on management's best
knowledge of current events and actions, the resulting accounting estimates
will, by definition, seldom equal related actual results.
In preparing the interim financial information, the significant judgements
made by management in applying the Company's accounting policies and the key
sources of estimation uncertainty were the same as those that applied to the
financial statements for the year ended 31 December 2022.
3 Administrative expenses
6 months ending 30 June 2023 6 months ending 30 June 2022
Directors remuneration 6,400
Consulting and advisory fees 32,167 8,257
Legal Fees - 23,689
Accounting fees 77,500 86,858.
Exchange fees - -
Exploration Costs - 3,656
Other expenditure 2,826 38,085
Closing balance 118,893 184,017
4 Earnings per share
The calculation of the basic and diluted earnings per share is calculated by
dividing the loss attributable to equity holdings of Metals One by the
weighted average number of ordinary shares in issue during the period.
6 months ending 30 June 2023 6 months ending 30 June 2022
(Loss)/ Profit attributable to equity holdings of Metals One (118,893) (154,371)
Weighted number of ordinary shares in issue 19,750,000 18,597,222
Basic & dilutive earnings per share from continuing operations - pence (0.60) (0.83)
There is no difference between the diluted loss per share and the basic loss
per share presented as there are no dilutive financial instruments.
5 Share capital
Number of shares Ordinary shares Share premium Total
£ £ £
Balance at 31 December 2021 17,250,000 172,500 299,259 471,759
Proceeds from shares issued 2,500,000 25,000 75,000 100,000
Balance at 31 December 2022 19,750,000 197,500 374,259 571,759
Movement during the period - - - -
Balance at 30 June 2023 19,750,000 197,500 374,259 571,759
6 Related party transactions
Provision of services
During the period £15,000 (2022: £57,108) was incurred for the provision of
corporate finance services from Orana Corporate LLP, an entity related to
director Daniel Maling. These services relate to management of the IPO as well
as provision of accounting and company secretarial services. £14,573 (2022
:£17,200) was incurred for consulting and director fees from director
Jonathan Owen.
7 Capital Commitments
There were no commitments under operating leases at 30 June 2023.
8 Contingent Liabilities
Following the successful IPO subsequent to the end of the period, the
following contingent liabilities exist for Metals One to the respective
entities:
3 Mile Beach Limited
- £875,000 payable in shares contingent on completion of proposed
transaction
- £135,000 payable in cash on completion of proposed transaction
Bluejay Mining Plc
- £3,125,000 payable in shares contingent on completion of
proposed transaction
- £150,000 payable in cash on completion of proposed transaction
- £1,000,000 payable in shares on certain milestones
Scandinavian Resource Holdings Pty Ltd
- £3,000,000 payable in shares contingent on completion of
proposed transaction £100,000 payable in cash on completion of proposed
transaction
- £250,000 in stage 1 deferred consideration payable upon
Kingsrose Mining Limited completing 5,000 metres of drilling in respect of
Licenses to assess nickel sulphides
- £250,000 in stage 2 deferred consideration payable upon
Kingsrose Mining Limited spending an additional $4 million after completion of
Stage 1
These amounts were contingent on the successful admission of the Company to
trading on AIM ("proposed transaction") which completed on 31 July 2023.
Other than those listed above there were no further contingent liabilities at
30 June 2023.
9 Events subsequent to period end
Fundraising and Initial Public Offering (IPO) on AIM market
On 31 July 2023 the Company completed its Initial Public Offering (IPO) and
listed on the AIM market. The Company raised gross proceeds of £2,200,000
through the issue of 44,000,000 shares at £0.05p per share.
As part of the IPO the Company agreed to grant the below Warrants.
Warrant Issue Number of Warrants Date of Grant Exercise Price Exercise Period
Founder Warrants 7,000,000 Date of Admission Fundraising Price From date of Admission until 2(nd) anniversary of Admission
Loyalty Warrants 22,000,000 Date of Admission £0.09 2 years from Admission
SI Capital Warrants 293,000 Date of Admission Fundraising Price 2 years from Admission
Shard Capital Warrants 610,300 Date of Admission Fundraising Price 3 years from Admission
BCL Warrants 2,000,000 Date of Admission Fundraising Price 5 years from Admission
Orana Warrants 2,084,500 Date of Admission Fundraising Price 5 years from Admission
Gunsynd Warrants 1,500,000 Date of Admission Fundraising Price 3.5 years from Admission
SRH Warrants 7,500,000 Date of Admission £0.09 5 years from Admission
FinnAust Warrants 7,500,000 Date of Admission £0.09 5 years from Admission
Fee Warrants 2,350,000 Date of Admission £0.09 2 years from Admission
TOTAL: 52,873,500
Appointment of directors
Upon the successful admission to the AIM market the following people were
appointed as directors of the Company:
· Alastair Raoul Clayton (Non-Executive Chairman)
· Craig Moulton (Independent Non-Executive Director)
· Sara Katja Emilia Minchin (Independent Non-Executive Director)
· Kaj Thomas Levin (Non-Executive Director)
· Winton William Willesee (Non-Executive Director)
Acquisition of Scandinavian Resource Holdings (SRH) and Finaust Northern
Mining Oly (FMN)
On 31 July 2023 the Company entered into the FMN SPA, to acquire the entire
issued share capital of FMN (an indirect subsidiary of AIM traded Bluejay
Mining Plc and the current holder of exploration permit applications with
respect to the Black Schist Project in Finland), and the SRH SPA to acquire
the entire issued share capital of SRH (the holder of a 80% interest in the
SRH JVCo, which holds a 100% legal and beneficial interest in the Brownfield
Råna Project in Norway).
The Company has entered into a subscription and shareholders' agreement in
relation to FinnAust, pursuant to which AIM traded Gunsynd has agreed to
conditionally subscribe for such number of shares in the capital of FinnAust
as is equal to 25% of the voting rights of FinnAust, at an aggregate
subscription price of £1,000,000.
Meanwhile SRH has, pursuant to the Kingsrose Agreement, agreed to Kingsrose or
the Kingsrose Nominee gaining an increasing equity interest in the SRH JVCo
over four potential stages, subject to meeting expenditure obligations in
relation to the Brownfield Råna Project and certain other obligations.
Accordingly, on Admission, the Company will initially hold an 80% beneficial
interest in the Brownfield Råna Project which could be diluted to a 15%
beneficial interest on full satisfaction and completion of the four potential
farm-in stages pursuant to the Kingsrose Agreement and a 100% beneficial
interest in the Black Schist Project which could be diluted to a 75%
beneficial interest pursuant to the Gunsynd Farm-In.
The initial estimate of the fair value of the assets acquired and liabilities
assumed of SRH at the date of acquisition based upon the SRH balance sheet at
31 July 2023 are as follows:
£
Trade and other receivables 31,689
Cash and cash equivalents 52
Exploration assets 11,846
Total identifiable net assets acquired 43,587
Consideration 3,811,651
Goodwill acquired 3,768,063
The initial estimate of the fair value of the assets acquired and liabilities
assumed of FMN at the date of acquisition based upon the FMN balance sheet at
31 July 2023 are as follows:
£
Trade and other receivables
Cash and cash equivalents 7,055
Trade and other payables (5,694)
Total identifiable net assets acquired 1,361
Consideration 5,496,452
Goodwill acquired 5,495,091
APPENDIX 1
FINNAUST MINING NORTHERN OY ("FAMN")
STATEMENT OF PROFIT AND LOSS
Unaudited Unaudited
6 months ending 6 months ending
30 June 2023
30 June 2022
Note £ £
Continuing Operations
Administrative expenses (247) (253)
Operating loss (247) (253)
Loss before taxation
Income tax expense - -
Loss for the period from continuing operations (247) (253)
Other comprehensive income (4,090) (277)
Total comprehensive profit for the period (4,337) (530)
attributable to shareholders from continuing operations
Basic & dilutive earnings per share - pounds 6 (2.47) (2.53)
The accompanying notes form part of the Interim Financial Information.
FINNAUST MINING NORTHERN OY
STATEMENT OF FINANCIAL POSITION
Unaudited Unaudited
As at As at
30 June 2023 31 Dec 2022
Note £ £
CURRENT ASSETS
Cash and cash equivalents 7,083 9,244
Total current assets 7,083 9,244
TOTAL ASSETS 7,083 9,244
EQUITY
Share capital 7 2,055 2,055
Other reserves 3,079,029 3,079,029
Foreign Exchange Reserve 153,009 157,160
Retained Earnings (3,232,753) (3,234,950)
TOTAL EQUITY 1,340 3,294
CURRENT LIABILITIES
Borrowings 5,743 5,950
TOTAL CURRENT LIABILITIES 5,743 5,950
TOTAL LIABILITIES 5,743 5,950
TOTAL EQUITY AND LIABILITIES 7,083 9,244
The accompanying notes form part of the Interim Financial Information.
FINNAUST MINING NORTHERN OY
STATEMENT OF CASH FLOWS
Unaudited Unaudited
6 months ending 6 months ending
30 June 2023
30 June 2022
£ £
Cash flow from operating activities
Loss for the period (247) (253)
Adjustments for:
Changes in working capital:
Increase in trade and other payables (1,860) 650
Net cash outflow from operating activities (2,107) 397
Net decrease in cash and cash equivalents (2,107) 397
Cash and cash equivalents at beginning of the period 9,244 8,631
Foreign exchange impact on cash (54) 66
Cash and cash equivalents at end of the period 7,083 9,094
The accompanying notes form part of the Interim Financial Information
FINNAUST MINING NORTHERN OY
NOTES TO THE INTERIM FINANCIAL STATEMENTS
1 General information
FinnAust Mining Northern Oy ("FAMN") is a Finnish limited company (2352762-2)
incorporated under the Finnish Limited Liability Companies Act. FAMN was
incorporated on 16 August 2010.
The principal activity of FAMN is to seek suitable investment opportunities to
explore & develop assets in the natural resources sector.
2 Basis of preparation and accounting policies
IAS 8 requires that management shall use its judgement in developing and
applying accounting policies that result in information which is relevant to
the economic decision-making needs of users, that are reliable, free from
bias, prudent, complete and represent faithfully the financial position,
financial performance and cash flows of the entity.
The same accounting policies, presentation and methods of computation have
been followed in these Condensed Interim Financial Information as were applied
in the Historical Financial Information including in the Metals One PLC
admission document except for the impact of the adoption of the Standards and
interpretations described below and new accounting policies adopted as a
result of changes in the Company.
The Condensed Interim Financial Information is presented in £ unless
otherwise stated, which is FAMN's presentational currency. FAMN's functional
currency is the Euro.
3 Going concern
The Condensed Interim Financial Information has been prepared on a going
concern basis, which assumes that FAMN will have access to sufficient liquid
resources to enable them to continue in operational existence for the
foreseeable future and not less than twelve months from the date of signing
this report.
Taking these matters into consideration, the Directors consider that the
continued adoption of the going concern basis is appropriate having reviewed
the forecasts for the coming 18 months and the Condensed Interim Financial
Information does not reflect any adjustments that would be required if they
were to be prepared other than on a going concern basis.
4 New standards , amendments and interpretations
Standards and interpretations adopted in the period
There were no new standards or interpretations adopted by the Company in the
period.
Standards and interpretations issued and not yet effective:
Standards, amendments and interpretations that are not yet effective and have
not been early adopted are as follows:
Standard Impact on initial application Effective date
IFRS 16 Lease Liability in a Sale and Leaseback 1 January 2024
(Amendment to IFRS 16)
IAS 7 Financial instruments : Disclosures 1 January 2024
IAS 1 Classification of Liabilities as Current or Non-Current. 1 January 2024
5 Critical accounting estimates and judgments
In preparing the Condensed Interim Financial Information, the directors have
to make judgments on how to apply the Company's accounting policies and make
estimates about the future. Estimates and judgements are continuously
evaluated based on historical experiences and other factors, including
expectations of future events that are believed to be reasonable under the
circumstances. In the future, actual experience may deviate from these
estimates and assumptions.
The directors have concluded that there are no key assumptions concerning
sources of estimation uncertainty at the reporting date that have a
significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year.
6 Earnings per share
The calculation of the basic and diluted earnings per share is calculated by
dividing the profit attributable to equity holdings of FAMN by the weighted
average number of ordinary shares in issue during the period.
30 June 2023 30 June 2022
£ £
Loss attributable to shareholders of FAMN (247) (253)
Weighted number of ordinary shares in issue 100 100
Basic & dilutive earnings per share from continuing operations - pounds £ (2.47) (2.53)
There is no difference between the diluted loss per share and the basic loss
per share presented as there are no dilutive instruments in issue during any
of the periods.
7 Share Capital
Number of shares Ordinary shares Total
£ £
On Incorporation 100 2,055 2,055
Balance at 31 December 2022 100 2,055 2,055
Balance at 30 June 2023 100 2,055 2,055
On incorporation FAMN issued 100 shares at 25 EUR per share.
Share capital is translated into £GBP as of the date of incorporation on 16
August 2010. The value has not been revalued to adjust for exchange rate
fluctuations over the multiple periods.
8 Related party transactions
During the period there were no related party transactions.
9 Events subsequent to period end
On 31 July 2023 the Metals One PLC entered into the FMN SPA with the
shareholders of the Company, to acquire the entire issued share capital of
FMN.
Refer to Note 9 of the Metals One PLC Interim Financial statements for further
information
There have been no events subsequent to period end requiring disclosure.
10 Capital Commitments
There were no capital commitments as at 30 June 2023.
11 Contingent Liabilities
There were no contingent liabilities as at 30 June 2023.
APPENDIX 2
SCANDINAVIAN RESOURCES HOLDINGS
STATEMENT OF PROFIT AND LOSS
Unaudited 6 months Unaudited 6 months
ending 30 June 2023 ending 30 June 2022
£ £
Note
Continuing operations
Other income 6 10,761 97,782
Administrative expenses (11,805) (133,363)
Operating (loss)/ profit (1,044) (35,581)
(Loss) / Profit before taxation
Income tax expense - -
(Loss)/ profit for the period from continuing operations (1,044) (35,581)
Other comprehensive income (4,803) (43,111)
Total comprehensive profit for the year attributable to shareholders from (5,847) 78,692
continuing operations
Basic and dilutive earnings per share - pounds 7 (5.02) (177.90)
The accompanying notes form an integral part of the Interim Financial
Information.
SCANDINAVIAN RESOURCES HOLDINGS
STATEMENT OF FINANCIAL POSITION
Unaudited Unaudited
As at As at
30 June 2023 30 June 2022
£
£
Note
NON-CURRENT ASSETS
Intangible Assets 11,992 12,832
Investments - -
TOTAL NON-CURRENT ASSETS 11,992 12,832
CURRENT ASSETS
Cash and cash equivalents 53 57
Trade and other receivables 61,422 67,304
TOTAL CURRENT ASSETS 61,475 67,361
TOTAL ASSETS 73,467 80,193
EQUITY
Share capital 8 57 57
Foreign exchange reserve 1,540 1,836
Retained earnings 63,436 46,536
TOTAL EQUITY 65,033 48,429
CURRENT LIABILITIES
Trade and other payables 8,434 31,764
TOTAL CURRENT LIABILITIES 8,434 31,764
TOTAL LIABILITIES 8,434 31,764
TOTAL EQUITY AND LIABILITIES 73,467 80,193
The accompanying notes form an integral part of the Interim Financial
Information.
SCANDINAVIAN RESOURCES HOLDINGS
STATEMENT OF CASH FLOWS
Unaudited Unaudited
6 months ending 30 June 2023 6 months ending 30 June 2022
£
£
Note
Cash flow from Operating Activities
(Loss)/Profit for the financial year (1,044) (35,581)
Adjustments for:
Gain on disposal of exploration interests - (63,467)
Fees settled through issue of financial instruments -
Foreign exchange movements 7,782 (667)
Changes in working capital:
Increase in trade and other receivables (8,061) (66,442)
Increase in trade and other payables 1,323 21,356
Net cash used in operating activities - (144,801)
Cash flow from Investing Activities
Disposal of listed equities - 144,801
Purchases of intangible assets - -
Net cash used in investing activities - 144,801
Net increase in cash and cash equivalents - -
Cash and cash equivalents at beginning of period 54 57
Foreign exchange impact on cash (3) -
Cash and cash equivalents at the end of the period 53 57
SCANDINAVIAN RESOURCES HOLDINGS
NOTES TO THE INTERIM FINANCIAL STATEMENTS
1 General information
Scandinavian Resource Holdings Pty Ltd ("SRH") is an Australian proprietary
limited company (can 630 971 112) incorporated under the Australian
Corporations Act 2001. SRH was incorporated on 13 January 2019 with its
registered office being at Suite 5 CPC, 145 Stirling Highway, Nedlands,
Western Australia 6009.
The principal activity of SRH is to seek suitable investment opportunities to
explore & develop assets in the natural resources sector.
2 Basis of preparation and accounting policies
IAS 8 requires that management shall use its judgement in developing and
applying accounting policies that result in information which is relevant to
the economic decision-making needs of users, that are reliable, free from
bias, prudent, complete and represent faithfully the financial position,
financial performance and cash flows of the entity.
The same accounting policies, presentation and methods of computation have
been followed in these Condensed Interim Financial Information as were applied
in the Historical Financial Information including in the Metals One PLC
admission document except for the impact of the adoption of the Standards and
interpretations described below and new accounting policies adopted as a
result of changes in the Company.
The Condensed Interim Financial Information is presented in £ unless
otherwise stated, which is SRH's presentational currency. SRH's functional
currency is the Australian dollar.
3 Going concern
The Condensed Interim Financial Information has been prepared on a going
concern basis, which assumes that SRH will have access to sufficient liquid
resources to enable them to continue in operational existence for the
foreseeable future and not less than twelve months from the date of signing
this report.
Taking these matters into consideration, the Directors consider that the
continued adoption of the going concern basis is appropriate having reviewed
the forecasts for the coming 18 months and the Condensed Interim Financial
Information does not reflect any adjustments that would be required if they
were to be prepared other than on a going concern basis.
4 New standards , amendments and interpretations
Standards and interpretations adopted in the period
There were no new standards or interpretations adopted by the Company in the
period.
Standards and interpretations issued and not yet effective:
Standards, amendments and interpretations that are not yet effective and have
not been early adopted are as follows:
Standard Impact on initial application Effective date
IFRS 16 Lease Liability in a Sale and Leaseback 1 January 2024
(Amendment to IFRS 16)
IAS 7 Financial instruments : Disclosures 1 January 2024
IAS 1 Classification of Liabilities as Current or Non-Current. 1 January 2024
5 Critical accounting estimates and judgments
In preparing the Condensed Interim Financial Information, the directors have
to make judgments on how to apply the Company's accounting policies and make
estimates about the future. Estimates and judgements are continuously
evaluated based on historical experiences and other factors, including
expectations of future events that are believed to be reasonable under the
circumstances. In the future, actual experience may deviate from these
estimates and assumptions.
The directors have concluded that there are no key assumptions concerning
sources of estimation uncertainty at the reporting date that have a
significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year.
6 Other income
30 June 2023 30 June 2022
£
£
Sale of royalty 10,761 54,671
Proceeds from sale of interest in Rana Project - 43,111
10,761 97,782
7 Earnings per share
The calculation of the basic and diluted earnings per share is calculated by
dividing the loss attributable to equity holdings of SRH by the weighted
average number of ordinary shares in issue during the period.
30 June 2023 30 June 2022
£ £
Loss attributable to shareholders of SRH (1,044) (35,581)
Weighted number of ordinary shares in issue 200 200
Basic & dilutive earnings per share from continuing operations - pounds £ (5.02) (177.90)
8 Share capital
Number of shares Ordinary shares Total
£ £
On incorporation(1) 100 57 57
Balance at 31 December 2020 100 57 57
Share split(2) 100 - -
Balance at 31 December 2021 200 57 57
Balance at 30 June 2022 200 57 57
Balance at 30 June 2023 200 57 57
(1) On 13 January 2019 the Company issued 100 Ordinary Shares of $1 AUD per
Ordinary Share.
(2) On 5 October 2021 there was a 2:1 share split, resulting in 200 Ordinary
Shares of $0.5 AUD per Ordinary Share
9 Related party transactions
Ofoten Minerals Pty Ltd ("OM")
As SRH does not possess an operational bank account, OM has paid for expenses
on behalf of SRH and has also received funds on behalf of SRH. In the 6
month period ended 30 June 2023 £12,906 of expenses were paid by OM and
£11,026 of monies owed to SRH was received. The total outstanding amount
owed from SRH at 30 June 2023 was £8,443 and the amount owed to SRH at 30
June 2023 was £60,713.
10 Capital Commitments
There are no capital commitments for the period.
11 Contingent Liabilities
There are no contingent liabilities for the period.
12 Events subsequent to period end
On 31 July 2023 the Metals One PLC entered into the SRH SPA with the
shareholders of the Company to acquire the entire issued share capital of SRH.
Refer to Note 9 of the Metals One PLC Interim Financial statements for further
information
There have been no events subsequent to period end requiring disclosure.
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