REG - Mila Resources Plc - Final Results
21/12/2021 16:55
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RNS Number : 4017W Mila Resources PLC 21 December 2021
Mila Resources Plc / Index: LSE / Epic: MILA / Sector: Natural Resources
21 December 2021
Mila Resources Plc
("Mila" or "the Company")
Final Results
Mila Resources Plc, a London listed natural resources company, is pleased to
present its final results for the year ended 30 June 2021.
Dear Shareholder
We have pleasure in presenting the financial statements for the year ended 30
June 2021.
During the period under review, our primary focus was on the successful
conclusion of the acquisition of an initial 30% interest in the Kathleen
Valley gold project ("Project") in Western Australia from Trans Pacific Energy
Group Pty Ltd ("TPE"). The acquisition, which was successfully delivered post
year end in November 2021, will be followed by a staged earn-in process based
on success milestones. We believe that with the initial interest now
secured, and a defined development plan being executed to precipitate the
transfer of the balance of ownership, Mila is in a strong position to deliver
on its objective to become a post-discovery exploration accelerator.
To support this objective, concurrently to the acquisition, Mila completed an
oversubscribed fund raise and raised £3.5m before costs. The Company now
intends to continue to drill intensively and develop the mineral resource at
the Project using funds raised from its shareholders and from the recent
placing.
The Mila Board was also further bolstered in November 2021 to reflect our
transition into an operating company. We expanded our team with the
inclusion of two experienced executives, Mr Neil Hutchison (Chief Technical
Officer) and Mr Lindsay Mair (Non-executive Director). Please join me in
welcoming them to the Mila Team. Together, we now believe we have the right
management team in place to see the Company to the next stage in its
development.
Kathleen Valley Gold Project in Western Australia
The project is located in the prolific Wiluna-Norseman gold belt which hosts
several world-class mines owned by a number of premier Australian gold
companies including Northern Star and St Barbara.
The Kathleen Valley gold project has been discovered next door and on strike
to recent discoveries by ASX listed Bellevue Gold, a company that has made
substantial discoveries in the region particularly with the Deacon and Viago
extensions of the historic Bellevue mine located 7km south of the Project. In
June 2020, Bellevue made a discovery at its Government Well prospect, which is
on the western boundary of our Kathleen Valley Project. Bellevue has grown
substantially in the last year, and now has a market capitalisation of over
A$1.1 billion. In May 2019, TPE commenced drilling at the Project and made its
first discovery holes. TPE carried out further drilling in September 2020 with
peak gold grades of 13.95 g/t.
Further details on the Kathleen Valley Project can be found in the prospectus
on the Mila Resources website http://www.milaresources.com
(http://www.milaresources.com) .
Fund Raise - post year end
Concurrently with the acquisition of the Kathleen Valley Project the Company
concluded a £3.5m fund raising (before costs) by issuing 145,833,333 new
ordinary shares ("Investor Shares") at 2.4p each. The shares carry equal
voting rights and rank pari passu for the distribution of dividends and
repayment of capital. The Investor Shares each come with a 5-year warrant
attached with has an exercise price of 4.8p.
Further details on the Fund Raise can be found in the prospectus on the Mila
Resources website http://www.milaresources.com (http://www.milaresources.com)
and in Note 24 Subsequent Events in the Notes to the accounts.
Appointment of New Directors - post year end
Neil Hutchison (51 years old) (Chief Technical Officer)
Neil has more than 25 years' experience in the mining industry, working
throughout Australia and overseas. He has a track record of mineral discovery,
resource and reserve definition, project development, evaluations and
acquisitions. Neil was Exploration Superintendent at the Cosmos Nickel Project
with Jubilee Mines and was part of the team that discovered the Alec Mairs,
Prospero and Tapinos deposits which led to the AUD$3.1 billion takeover of
Jubilee Mines by Xstrata in 2007. Neil graduated with First Class Honours in
Geology from the University of Southern Queensland and is a member of the
Australian Institute of Geoscientists (AIG). He is also a non-executive
director of ASX listed Kairos Minerals, a company with a gold project in
Western Australia, and Estrella Resources Limited.
Lindsay Mair (63 years old) (Non-Executive Director)
Lindsay is an experienced investment banker with a 30-year career in the City.
He qualified as a chartered accountant with Touche Ross (now Deloitte) in
1987. He then worked in the corporate finance departments of various City
firms, most recently at SP Angel (which has a broad range of clients in the
mining sector). From 2017 until 2019, he was a non-executive director of Kin
Group plc, which acquired Bidstack Limited in a reverse takeover, where he
assisted with the takeover and a number of fundraisings. He is the Chief
Financial Officer of Low 6 Limited, which operates a B2B gamification platform
for sports franchises.
For those readers who appreciate more detail, below I have reproduced an
extract from the RNS - Readmission to Trading & First Day of Dealings
(Issued on the 23(rd) November 2021). It is an excellent summation of the
transaction; apologies for any repetition from above.
Extract from - Readmission to Trading & First Day of Dealings (Issued
via RNS 23(rd) November 2021)
Further to the announcement of 22 November 2021, the board of Mila is pleased
to announce the readmission of its entire share capital, being 306,331,057
ordinary shares of £0.01 each ("Ordinary Shares") to the Official List (by
way of a Standard Listing under Chapter 14 of the Listing Rules) and to
trading on the London Stock Exchange's Main Market for listed securities (the
"Readmission"). The Company's Readmission follows the acquisition of an
initial 30% interest in the Kathleen Valley gold project and the exploration
licence E36/876 in the Kathleen Valley (satisfied by the issue of 83,543,197
Ordinary Shares at a price of £0.024 per Ordinary Share,£300,000 in cash
consideration, the issue of 15,448,370 Ordinary Shares to Diversified Minerals
Pty Ltd ("DM") pursuant to the DM loan agreement dated 4 February 2021, and by
novating the £229,393 Series 3 Loan Notes from New Generation Minerals
Limited to the Company which converts to 12,744,032 Ordinary Shares on
Readmission.). In addition, the Company has granted 242,264,111 warrants, on
the terms and as set out in the Prospectus dated 29 October 2021 to, the
directors, certain advisors, investors and shareholders, all of which are due
to expire on 31 December 2026.
Overview
Readmission to the Official List following the acquisition, by way of a
reverse takeover, of an initial 30% interest in exploration licence E36/876 in
the Kathleen Valley (the "Licence") and the Kathleen Valley gold project (the
"Project") (collectively the "Acquisition") in Western Australia - with the
intention to acquire an additional 50% interest in the Licence and the Project
in two further tranches:
· Maiden gold discovery 2019 at Kathleen Valley
· 'Tip of the iceberg': initial 21,000oz gold JORC
Inferred resource defined and 145,000-280,000oz gold JORC Exploration Target
from only 2,160m RC drilling to date
· The Project is located in the Wiluna-Jundee
belt and adjacent to Bellevue Gold
· The region hosts some of the largest gold
projects in Australia
· Abundance of mining infrastructure in vicinity
that may provide a number of commercial development routes without the
requirement to build a stand-alone processing plant
· World class province for mining investment
· First drill programme of 11,000m - intended to
provide a pipeline of high impact news flow
· Independent valuation of approximately
£15,000,000 (based on a 100% interest in the Project)
· Raised gross proceeds of £3,500,000 through a
Placing and Subscription at an offer price of 2.4p per share to
support a comprehensive exploration and drilling programme at the Project,
including the proposed first drill programme of 11,000m, and for further
working capital
· Appointment of two new directors to execute the
Company's operational and corporate objectives - Neil Hutchison as Chief
Technical Officer and Lindsay Mair as Non-Executive Director
Further Information
The Company was established to undertake an acquisition of a company or
project in the natural resources sector. The Company was admitted to listing
on the Official List of the FCA by way of a Standard Listing and to trading on
the London Stock Exchange plc's Main Market on 7 October 2016 ("Initial IPO").
On 16 November 2020, the Company announced it had signed a non-binding Heads
of Terms with New Generation Minerals Limited ("NGM"), a mining exploration
company with mining exploration projects in Western Australia and Argentina.
The Company subsequently entered into a conditional agreement (the
"Acquisition Agreement") to acquire an initial 30% interest in the Kathleen
Valley gold project ("Kathleen Valley Project" or the "Project") and the
exploration licence E36/876 in the Kathleen Valley ("Kathleen Valley Licence")
from Trans Pacific Energy Group Pty Ltd ("TPE"), a wholly owned subsidiary of
NGM, for consideration of £2,812,500 by way of issuing 83,543,197 new
Ordinary Shares at a price of £0.024 per Ordinary Share in the Company (the
"Initial Consideration Shares") to TPE, £300,000 in cash consideration, by
allotting and issuing 15,448,370 new Ordinary Shares to Diversified Minerals
Pty Ltd ("DM") pursuant to the DM Loan Agreement, and by novating the
£229,393 Series 3 Loan Notes from NGM to the Company which will convert to
12,744,032 new Ordinary Shares on Readmission. On Readmission, the Company
will list the Initial Consideration Shares and the Ordinary Shares issued
pursuant to the Series 3 Loan Notes and the DM Loan Agreement.
Post-Readmission, and conditional on the successful completion of 11,000
metres drilling at Kathleen Valley, the Company will have a right to purchase
a further 25% interest in the Kathleen Valley Project and the Kathleen Valley
Licence from TPE for consideration of £2,343,750 by way of issuing 97,656,750
new Ordinary Shares at a price of £0.024 per Ordinary Share in the Company
(the "Second Consideration Shares") to TPE. The Company will then seek to list
the Second Consideration Shares.
Finally, and conditional on a second spend by the Company of not less than
£1,500,000, the Company will have a right to acquire the remaining 25%
interest in the Kathleen Valley Project and Kathleen Valley Licence from TPE
for consideration of £2,343,750 by way of issuing 97,656,750 new Ordinary
Shares in the Company at a price of £0.024 per Ordinary Share (the "Third
Consideration Shares") to TPE. On completion of the allotment, the Company
will also seek to list the Third Consideration Shares. There is no guarantee
that the Company will issue the Second Consideration Shares and/or the Third
Consideration Shares, as they are dependent on the aforementioned conditions
being met in relation to the Project and pursuant to the Acquisition
Agreement.
Kathleen Valley
Kathleen Valley lies approximately 20 kilometres south of BHP's Mount Keith
nickel mine and within the Mount Keith-Kathleen Valley-Leinster minerals belt.
Kathleen Valley is located close to the main goldfield highway and the
electrical grid, and there are several gold processing plants in the district.
It is approximately 30 kilometres north of the town of Leinster, and close to
pending and historical mines of BHP, Western Areas (nickel), Bellevue Gold
(gold/copper) and Liontown Resources (lithium/tantalum).
Gold has been mined in the area since the 1890s, with most of the early
production coming from the Kathleen Valley (4km north of the Kathleen Valley
Project area) and Sir Samuel (Bellevue) (5km south
of the Kathleen Valley Project area) mining centres.
A review of historic exploration work completed within the project area has
indicated that the majority of exploration has been for gold and nickel. The
most comprehensive work was completed by Barrick Gold and joint venture
partners between 1992 and 2003. This exploration work largely focused on gold
and included rock chip sampling, widespread auger soil sampling and RC
drilling testing of some gold targets.
TPE has so far completed 12 RC drillholes. Drilling commenced in April 2019
with an initial two holes completed which included a discovery hole of 4g/t of
gold. TPE recommenced drilling in September 2020 with a further 10 holes
drilled. A total of 2,160m was drilled. The first two holes were drilled by
Jarrahfire and the remaining 10 by Ausdrill Ltd. Rig samples were collected on
one-metre intervals after going through a rig mounted cyclone and cone
splitter.
Areas where no mineralisation was identified were sampled with four-metre
composites. Areas of interest were sampled on one-metre intervals. Four-metre
composites were re-sampled, if required, by spear sampling the appropriate
one-metre sample.
Strategy and Work Programme
The strategy of the Company is to deploy existing cash resources and the net
proceeds of the placing and subscription towards exploration work at the
Kathleen Valley Project. The Company intends to commence with an exploration
drilling programme immediately following Readmission on the current target and
proposes to drill new targets in the Northern portion of the Project (further
details are outlined in the CPR in Part V of the Prospectus which can be found
on the Company's website at www.milaresources.com
(http://www.milaresources.com) ).
The Company intends to seek to establish an updated JORC Mineral Resource
following the drilling programme assuming further gold has been discovered.
The overall strategy of the Company is to identify mineral resources
sufficient to develop the Project into production. The Board believes that
there are a number of development routes given the abundance of mining
infrastructure locally, therefore, it does not envisage the requirement to
build its own plant to process the mineral ore but rather proposes to enter
into arrangements including joint ventures, toll treatment or the disposal of
the Project to a mining company in the region.
The Company's initial target in the Kathleen Valley tenement will be to drill
test the Inferred Mineral Resource Estimate and JORC Exploration Target. To
further define the potential of the Inferred Mineral Resource Estimate and
JORC Exploration Target, with the aim of attempting to progress the Inferred
Mineral Resource in size and confidence level in the Mineral Resource
Estimate, the Board and CSA Global (the consultant that completed the
Competent Persons Report on Kathleen Valley) recommend the following:
· To drill approximately 25 to 35 suitably spaced new holes with
reserves circulation drilling and diamond tails where appropriate, with 8 to
10 of the new holes drilled to a depth of 400 meters. The new holes should
both:
· infill within the existing Inferred Mineral Resource Estimate and
JORC Exploration Target to increase confidence levels in the continuity of
mineralising;
· seek to extend the mineralising outside the current Inferred Mineral
Resource Estimate and JORC Exploration Target area;
· To complete DHEM on selected holes to assist in guiding the deeper
and extensional drilling; and
· To conduct specific gravity measurements and metallurgical test work
on the diamond drilling core to educate any potential future Mineral Resource
Estimate.
Furthermore, the 2019 regolith shallow auger sampling campaign identified two
additional structural gold trends in the north west and north of the
Exploration Target. CSA Global recommends that these should also be explored
and could cost efficiently be done in conjunction with the work above.
CSA Global recommends NGM complete the following:
· Drill approximately 6 to 10 suitably spaced new holes with reverse
circulation drilling to a depth of 200 metres; and
· DHEM be completed on selected holes to identify below-surface
anomalies.
The second-stage investigation of the Project will focus on more detailed
geological and Geochemical studies of targets for both mineralisation styles
defined during the first stage, and on drilling (both percussion and diamond)
to more fully define the potential for viable mineralisation.
The mineral property held by the Company is considered to be an "exploration
project" that is intrinsically speculative in nature. The Project is at the
"advanced exploration" stage. CSA Global considers, however, the Project to be
of sound technical merit and to be sufficiently prospective, subject to
varying degrees of exploration risk, and to warrant further exploration and
assessment of its economic potential, consistent with the proposed programme.
The Company has prepared staged exploration and evaluation programmes,
specific to the potential of the Project, which are consistent with the budget
allocations, and warranted by the exploration potential of the Project. CSA
Global considers that the relevant areas have sufficient technical merit to
justify the proposed programmes and associated expenditure.
Financial
Funding
At the year end the Company was funded through investment from its
Shareholders following the Company's successful Standard Listing IPO onto the
London Stock Exchange in 2016, raising £1.05 million before costs. During the
year the Company raised £0.3m, before costs, via convertible loan notes. Post
year end the Company completed an equity raise £3.5m (before Costs). It did
this concurrently with the Kathleen Valley acquisition. The new funding will
allow the Company to fund operations and meet its current exploration plans
for at least the next 12 months.
Expenditure
During the year, the Company has continued its fiscal discipline with the
Company continuing to maintain low overheads. Any monies spent on business
development opportunities has only occurred after a particular project has
passed our initial technical review.
Current Assets
At 30 June 2021, the Company was not owed any money (2020: £85,849). During
the year ended 30 June 2020, the Company was the holder of a secured loan
provided to an RTO target E-Tech Metals Limited ('E-Tech'), which was fully
repaid in November 2020.
Liquidity, cash and cash equivalents
At 30 June 2021, the Company held £329,628 (2020: £186,316) of cash and cash
equivalents, all of which are denominated in pounds sterling.
Mark Stephenson
Executive Director
21 December 2021
Strategic Report
Understanding our business
The Company was incorporated on 3 June 2015, with the view of pursuing an
initial public offering of its securities onto the London Stock Exchange
through a Standard Listing to raise the necessary funds required for the
execution of the business strategy, which is to acquire a business or asset.
More specifically, the strategy is to act as a post discovery accelerator,
where the Company identifies target(s) that have already had an early-stage
geological discovery. Additional targets will be sought, however, the current
priority is to develop and unlock the potential in the Kathleen Valley Gold
Project.
This IPO was completed during 2016, with the Company successfully raising
£1,050,000 before costs with Admission to the Main Market of the London Stock
Exchange in October 2016. Since the IPO the Company has been engaged in
searching for and evaluating specific targets (business or asset) that were
compatible with the Company's Business Strategy. During this time suitable
businesses and assets were initially identified, however, prior to the
recently completed transaction on Kathleen Valley, these other proposed
transactions were abandoned for specific reasons relating to each individual
proposed transaction.
The impact of the Covid-19 pandemic on global supply chains is a
well-documented phenomenon which has affected many industries globally,
including the gold exploration sector in Western Australia. As a result, the
lead times for the equipment and consumables required have lengthened over the
last 12 months. To manage this risk, it is important that key equipment and
materials are ordered on a timely basis to minimise the potential for supply
chain disruption to drilling operations. The directors are confident that with
the forward planning already place the current and future impacts of supply
disruption can be held to a minimum.
Key performance indicators
It is the Board's intention, in the near term, to identify appropriate key
performance indicators following the recent successful acquisition of the
Kathleen Valley Gold Exploration Project in Western Australia. The transaction
was completed and ratified by the Mila shareholders on Monday the 22(nd) of
November 2021. Further details on the transaction can be found in Statement
from the Board.
Business review
For a review of developments in the year, please see page 4, the "Statement
from the Board".
Principal risks and uncertainties
The principal risks currently faced by the Company relate to:
Acquiring Less than Controlling Interests
The Company may acquire either less than whole voting control of, or less than
a controlling equity interest in, a target, which may limit the Company's
operational strategies and reduce its ability to enhance Shareholder value.
Inability to Fund Operations Post-Acquisition
The Company may be unable to fund the operations post acquisition of the
target business if it does not obtain additional funding, however, the Company
will ensure that appropriate funding measures are taken to ensure minimum
commitments are met. The current global pandemic, Covid-19, may make obtaining
of sufficient funds more challenging.
The Company's Relationship with the Directors and Conflicts of Interest
The Company is dependent on the Directors to identify potential acquisition
opportunities and to execute an acquisition.
The Directors are not obliged to commit their whole time to the Company's
business; they will allocate a portion of their time to other businesses which
may lead to the potential for conflicts of interest in their determination as
to how much time to assign to the Company's affairs. Following the successful
transaction, it has been proposed that the Company establishes a Conflicts
Committee. The role of the Conflicts Committee is to assist the Board in
monitoring actual and potential conflicts of interest under the definitions of
the Companies Act 2006. Under the Companies Act 2006 Directors are responsible
for their individual disclosures of actual or potential conflict. To follow
best practice, the Conflicts Committee holds discussions where appropriate,
with the Company's UK lawyers.
Risks Inherent in an Acquisition
Although the Company and the Directors will evaluate the risks inherent in a
particular target, they cannot offer any further assistance that all of the
significant risk factors can be identified or properly assessed. Furthermore,
no assurance can be made that an investment in Ordinary Shares in the Company
will ultimately prove to be more favourable to investors then a direct
investment, if such an opportunity were available, in a target business.
Reliance on External Advisors
The Directors expect to rely on external advisors to help identify and assess
potential and future acquisitions and there is a risk that suitable advisors
cannot be placed under contract or that such advisors that are contracted to
fail to perform as required.
Reliance on Income from the Acquired Activities
Following an acquisition, the Company may be dependent on the income generated
by the acquired business or from the subsequent divestment of the acquired
business to meet the Company's expenses. If the acquired business is unable to
provide the sufficient amounts to the Company, the Company may be unable to
pay its expenses or make distributions and dividends on the Ordinary Shares.
For the further commentary on the Company's risk management policies.
Gender analysis
A split of our employees and directors by gender and average number during the
year is shown below:
Male Female
Directors 2 nil
Corporate social responsibility
We aim to conduct our business with honesty, integrity and openness,
respecting human rights and the interests of our shareholders and employees.
We aim to provide timely, regular and reliable information on the business to
all our shareholders and conduct our operations to the highest standards.
We strive to create a safe and healthy working environment for the wellbeing
of our staff and create a trusting and respectful environment, where all
members of staff are encouraged to feel responsible for the reputation and
performance of the Company.
We aim to establish a diverse and dynamic workforce with team players who have
the experience and knowledge of the business operations and markets in which
we operate. Through maintaining good communications, members of staff are
encouraged to realise the objectives of the Company and their own potential.
The Board would like to take this opportunity to thank our shareholders, Board
and advisors for their support during the year.
Section 172 Statement
Section 172 of the Companies Act 2006 requires Directors to take into
consideration the interests of stakeholders and other matters in their
decision making. The Directors continue to have regard to the interests of the
Company's stakeholders, however it should be noted that because Mila is a
small "shell" company; with only two directors; no employees and the impacts
of its activities is limited. This statement forms part of the strategic
report. However, following the successful transaction in November 2021 this
will be reconsidered during the current year.
When making decisions the Company takes into account the impact of its
activities on the community, the environment and the Company's reputation for
good business conduct. In this context, acting in good faith and fairly, the
Directors consider what is most likely to promote the success of the Company
for its members in the long term.
The Directors are fully aware of their responsibilities to promote the success
of the Company in accordance with section 172 of the Companies Act 2006. The
Board continuously reflects on how the Company engages with its stakeholders
and opportunities for enhancement in the future. As required, the Company's
external lawyers and the Company Secretary will provide support to the Board
to help ensure that enough consideration is given to issues relating to the
matters set out in s172(1)(a)-(f).
The Board regularly reviews the Company's principal stakeholders and how it
engages with them. This is achieved through information provided by management
via Regulatory News Service announcements, Corporate Presentations, and
Shareholder Meetings and teleconferences and also by direct engagement with
stakeholders themselves.
We aim to work responsibly with our stakeholders, including suppliers. The key
Board decisions made in the year and post year end are set out below:
Significant events/decisions Key s172 matter(s) affected Actions and Consequences
Entered into non-binding Head of Terms with regards to the possible Shareholders and Business Relationships The consequences of this decision were to allocate capital to the RTO process
acquisition of the Kathleen Valley Project in Western Australia from NGM. to fully investigate the suitability of the RTO target.
Acquired the Kathleen Valley Project in Western Australia from NGM (3 stage Business Relationships and Shareholders This decision provides a pathway to acquire an asset, which if successful,
earn in) - post year end should meet the Company's strategy.
Fund Raise of £3.5m (excluding costs) - post year end Business Relationships and Shareholders This decision provides a pathway to finance the exploration and development of
the Kathleen Valley Project asset.
The Directors are monitoring the environmental position as the project
continues and will provide disclosure when appropriate.
Finally, to you, our shareholders, thank you for your trust and support. I
hope you stay safe and well and I look forward to meeting you face to face at
a Company event when our world returns to what will be a 'new normal'.
This report was approved by the board on 21 December 2021 and signed on its
behalf.
Mark Stephenson
Chief Executive Officer
Statement Of Comprehensive Income
For The Year Ended 30 June 2021
Year ended Year ended
30 June 2021 30 June 2020
£
£
Notes
Administrative expenses (421,440) (220,220)
Operating loss (421,440) (220,220)
Other Revenue 4 37,500 -
Interest receivable 8 1,553 849
Loss on ordinary activities before taxation 5 (382,387) (219,371)
Tax on loss on ordinary activities 9 - -
Loss and total comprehensive loss for the period attributable to the owners of (382,387) (219,371)
the company
Earnings per share (basic and diluted) attributable to the equity holders 10 (1.65) (0.95)
(pence)
The above results relate entirely to continuing activities.
The accompanying notes form part of these financial statements.
Statement Of Financial Position
For The Year Ended 30 June 2021
Year ended Year ended
30 June 2021 30 June 2020
£
£
Notes
CURRENT ASSETS
Trade and other receivables 11 24,185 23,705
Cash and cash equivalents 13 329,628 186,316
Loans receivable 12 - 85,849
353,813 295,870
TOTAL ASSETS 353,813 295,870
CURRENT LIABILITIES
Trade and other payables 14 178,309 86,671
Convertible Loan Notes 15 348,692 -
TOTAL LIABILITIES 527,001 86,671
NET ASSETS (173,188) 209,199
EQUITY
Share capital 17 232,000 232,000
Share premium 17 849,300 849,300
Share based payment reserve 18 4,720 4,720
Retained loss (1,259,208) (876,821)
TOTAL EQUITY (173,188) 209,199
The accompanying notes form part of these financial statements.
These financial statements were approved by the Board of Directors on 21
December 2021 and were signed on its behalf by:
______________________________
Lee Daniels
Executive Director
Company number: 09620350
Statement Of Cashflows
For the Year Ended 30 June 2021
Year ended Year ended
30 June 2021 30 June 2020
£
£
Cash flow from operating activities
Loss for the year (382,387) (219,371)
Operating cashflow before working capital movements (382,387) (219,371)
Increase in trade and other receivables (480) (6,063)
Increase in trade and other payables 91,638 68,926
Interest income (1,553) (849)
Interest Expense 8,692 -
Net cash outflow from operating activities (284,090) (157,357)
Cash flow from investing activities
Repayment of loan from E-Tech / (Loan to E-tech) 85,849 (85,000)
Interest Income received 1,553 -
Net cash inflow from investing activities 87,402 -
Cash flow from financing activities
Convertible Loan Notes 340,000 -
Net increase / (decrease) in cash and cash equivalents 143,312 (242,357)
Cash and cash equivalents at the beginning of the year 186,316 428,673
Cash and cash equivalents at the end of the year 329,628 186,316
There were no material non-cash transactions in the year
Statement Of Changes In Equity
For The Year Ended 30 June 2021
Share Capital Share Premium Share Based Payment Reserve Retained Loss Total
£ £ £ £ £
Balance at 1 July 2019 232,000 849,300 4,720 (657,450) 428,570
Total comprehensive loss for the year - - - (219,371) (219,371)
Balance at 30 June 2020 232,000 849,300 4,720 (876,821) 209,199
Total comprehensive loss for the year - - - (382,387) (382,387)
Balance at 30 June 2021 232,000 849,300 4,720 (1,259,208) (173,188)
The accompanying notes form part of these financial statements.
Notes to The Financial Statements
For The Year Ended 30 June 2021
1 GENERAL INFORMATION
Mila Resources Plc (the "Company'') looks to identify potential companies,
businesses or asset(s) that will increase shareholder value.
The Company is domiciled in the United Kingdom and incorporated and registered
in England and Wales as a public limited company. The Company's registered
office is 65 Gresham Street, London, EC2V 7NQ. The Company's registered number
is 09620350.
2 ACCOUNTING POLICIES
2.1 Basis of preparation
The Financial Statements of the Company have been prepared in accordance with
International Financial Reporting Standards ("IFRS") and IFRS Interpretations
Committee ("IFRS IC") as adopted by the European Union and the Companies Act
2006 applicable to companies reporting under IFRS.
The Financial Statements have been prepared under the historical cost
convention. The principal accounting policies are set out below and have,
unless otherwise stated, been applied consistently for all periods presented
in these Financial Statements. The Financial Statements are prepared in pounds
Sterling and presented to the nearest pound.
2.2 Going concern
The 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 at least the next twelve months from the date
of the signing of the Financial Statements.
The Company had a net cash inflow from operating activities for the year of
£143,312 (2020: outflow £242,357) and at 30 June 2021 had cash and cash
equivalents balance of £329,628 (2020: £186,316).
Notwithstanding the loss incurred during the year under review, the Directors
are confident that the Company will be able to meet its obligations as they
fall due for at least the next twelve months as they have recently completed
at fund raise of £3.5m, before costs, as part of the transaction to acquire
the Kathleen Valley Project. The currently planned exploration expenditure is
in the region of £2m, however it should be noted that the exploration
expenditure is discretionary and there are no committed exploration costs.
The Directors have made enquires and assessed the potential impact of the
COVID-19 virus on the
Company. As such, whilst they acknowledge that COVID-19 could continue to have
long lasting and significant impacts on the global economy, the Directors
believe that the Company has sufficient finance to meet their obligations as
they fall due for a period of at least 12 months from the date of approval of
the financial statements.
2.3 Standards, amendments and interpretations to existing standards
that are not yet effective and have not been early adopted by the Company
New standards, amendments to standards and interpretations:
During the financial year, the Company has adopted the following new IFRSs
(including amendments thereto) and IFRIC interpretations that became effective
for the first time.
Standard Impact on initial application Effective date
IFRS 3 (amendments) Definition of a Business 01 January 2020
IFRS standards (amendments) References to the Conceptual Framework 01 January 2020
IAS 1 (amendments) Definition of Material 01 January 2020
IAS 8 (amendments) Definition of Material 01 January 2020
IFRS 9, IAS 39 and IFRS 7 (amendments) Interest Rate Benchmark Reform 01 January 2020
IFRS 3 (amendments) Definition of a Business 01 January 2020
IFRS standards (amendments) References to the Conceptual Framework 01 January 2020
IFRS 3 (amendments) Definition of a Business 01 January 2020
IFRS standards (amendments) References to the Conceptual Framework 01 January 2020
IAS 1 (amendments) Definition of Material 01 January 2020
IAS 8 (amendments) Definition of Material 01 January 2020
No new standards, amendments or interpretations, effective for the first time
for the financial year beginning on or after 1 July 2019 have had a material
impact on the Company.
Standards issued but not yet effective:
At the date of authorisation of these financial statements, the following
standards and interpretations relevant to the Company and which have not been
applied in these financial statements, were in issue but were not yet
effective.
Standard Impact on initial application Effective date
IFRS standards (amendments) Interest rate benchmark reform 01 January 2021
IFRS 3 (amendments) Business combinations 01 January 2022
IAS 37 (amendments) Onerous contracts 01 January 2022
IFRS standards (amendments) 2018-2020 annual improvement cycle 01 January 2022
IAS 16 (amendments) Proceeds before intended use 01 January 2022
IFRS 17 Insurance Contracts 01 January 2023
IFRS 17 (amendments) Insurance contracts 01 January 2023
IAS 1 (amendments) Reclassification of liabilities as current or non-current 01 January 2023
The directors do not consider that these standards will impact the financial
statements of the Company.
2.4 Foreign currency translation
The financial information is presented in Sterling which is the Company's
functional and presentational currency.
Transactions in currencies other than the functional currency are recognised
at the rates of exchange on the dates of the transactions. At each balance
sheet date, monetary assets and liabilities are retranslated at the rates
prevailing at the balance sheet date with differences recognised in the
Statement of comprehensive income in the period in which they arise.
2.5 Financial instruments
Initial recognition
A financial asset or financial liability is recognised in the statement of
financial position of the Company when it arises or when the Company becomes
part of the contractual terms of the financial instrument.
Classification
Financial assets at amortised cost
The Company measures financial assets at amortised cost if both of the
following conditions are met:
(1) the asset is held within a business model whose objective is to collect
contractual cash flows; and
(2) the contractual terms of the financial asset generating cash flows at
specified dates only pertain to capital and interest payments on the balance
of the initial capital.
Financial assets which are measured at amortised cost, are measured using the
Effective Interest Rate Method (EIR) and are subject to impairment. Gains and
losses are recognised in profit or loss when the asset is derecognised,
modified or impaired.
Financial liabilities at amortised cost
Financial liabilities measured at amortised cost using the effective interest
rate method include current borrowings and trade and other payables that are
short term in nature. Financial liabilities are derecognised if the Company's
obligations specified in the contract expire or are discharged or cancelled.
Amortised cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the effective
interest rate ("EIR"). The EIR amortisation is included as finance costs in
profit or loss. Trade payables other payables are non-interest bearing and are
stated at amortised cost using the effective interest method.
Derecognition
A financial asset is derecognised when:
(1) the rights to receive cash flows from the asset have expired, or
(2) the Company has transferred its rights to receive cash flows from the
asset or has undertaken the commitment to fully pay the cash flows received
without significant delay to a third party under an arrangement and has either
(a) transferred substantially all the risks and the assets of the asset or (b
has neither transferred nor held substantially all the risks and estimates of
the asset but has transferred the control of the asset.
Impairment
The Company recognises a provision for impairment for expected credit losses
regarding all financial assets. Expected credit losses are based on the
balance between all the payable contractual cash flows and all discounted cash
flows that the Company expects to receive. Regarding trade receivables, the
Company applies the IFRS 9 simplified approach in order to calculate expected
credit losses. Therefore, at every reporting date, provision for losses
regarding a financial instrument is measured at an amount equal to the
expected credit losses over its lifetime without monitoring changes in credit
risk. To measure expected credit losses, trade receivables and contract assets
have been grouped based on shared risk characteristics.
Trade and other receivables
Trade and other receivables are initially recognised at fair value when
related amounts are invoiced then carried at this amount less any allowances
for doubtful debts or provision made for impairment of these receivables.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and are subject to
an insignificant risk of changes in value.
Trade payables
These financial liabilities are all non-interest bearing and are initially
recognised at the fair value of the consideration payable.
2.6 Equity
Share capital is determined using the nominal value of shares that have been
issued.
The Share premium account includes any premiums received on the initial
issuing of the share capital. Any transaction costs associated with the
issuing of shares are deducted from the Share premium account, net of any
related income tax benefits.
Equity-settled share-based payments are credited to a share-based payment
reserve as a component of equity until related options or warrants are
exercised or lapse.
Retained losses includes all current and prior period results as disclosed in
the statement of comprehensive income.
2.7 Share-based payments
The Company has issued warrants to the initial investors and certain counter
parties and advisers.
Equity-settled share-based payments are measured at fair value (excluding the
effect of non-market based vesting conditions) at date of grant. The fair
value so determined is expensed on a straight-line basis over the vesting
period, based on the Company's estimate of the number of shares that will
eventually vest and adjusted for the effect of non-market based vesting
conditions. Fair value is measured using the Black Scholes pricing model. The
key assumption used in the model have been adjusted, based on management's
best estimate, for the effects of non-transferability, exercise restrictions
and behavioural considerations.
2.8 Taxation
Tax currently payable is based on taxable profit for the period. Taxable
profit differs from profit as reported in the income statement because it
excludes items of income and expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
Company's liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit, and is accounted for using
the balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises
from initial recognition of goodwill or from the initial recognition (other
than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Company is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled, or the asset realised. Deferred tax is
charged or credited to profit or loss, except when it relates to items charged
or credited directly to equity, in which case the deferred tax is also dealt
with in equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Company intends to settle its current tax assets and
liabilities on a net basis.
2.9 Critical accounting judgements and key sources of estimation
uncertainty
In the process of applying the entity's accounting policies, management makes
estimates and assumptions that have an effect on the amounts recognised in the
financial information. Although these estimates are based on management's best
knowledge of current events and actions, actual results may ultimately differ
from those estimates. The Directors consider that there are no critical
accounting judgements or key sources of estimation uncertainly relating to the
financial information of the Company. Following the successful Kathleen
Valley transaction, the directors expect that there will be a need for
critical accounting judgements or key sources of estimation uncertainly
relating to the financial information of the Company.
2.10 Earnings per share
Basic earnings per share is calculated as profit or loss attributable to
equity holders of the parent for the period, adjusted to exclude any costs of
servicing equity (other than dividends), divided by the weighted average
number of ordinary shares, adjusted for any bonus element. The diluted profit
per share has been kept the same as the basic profit per share because the
11,425,000 warrants in issue were out of the money at 30 June 2021 and as a
result have not been included in the weighted average number of shares number.
2.11 Segmental reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been
identified as the Board as a whole.
All operations and information are reviewed together so that at present there
is only one reportable operating segment.
3. SEGMENT REPORTING
As identifying and assessing investment projects is the only activity the
Company is involved in and is therefore considered as the only
operating/reporting segment, i.e. Mila Resources PLC. Therefore, the financial
information of the single segment is the same a set out in the statement of
comprehensive income and statement of financial position.
4. OTHER INCOME
In March 2019, the Company aborted a proposed reverse takeover acquisition for
the entire share capital of Capital Metals Limited ("CML"). On the 13(th) of
March 2019, the Company and CML entered into an agreement where CML offered to
make a contribution towards Mila's costs incurred in relation to the aborted
transaction for an amount of £37,500 should CML either list on any stock
exchange or sell its entire issued share capital. During the year, CML listed
on the London Stock exchange triggering the payment of £37,500 to the Company
5. OPERATING LOSS
This is stated after charging:
2021 2020
£
£
Auditor's remuneration
audit of the Company 16,500 16,000
Directors' remuneration 80,356 48,000
Stock exchange and regulatory expenses 55,597 36,142
Other expenses 268,987 120,078
Operating expenses 421,440 220,220
6. AUDITOR'S REUMERATION
2021 2020
£
£
Fees payable to the Company's current auditor: 16,000
- audit of the Company's financial statements
16,000
7. DIRECTORS AND STAFF COSTS
During the year the only staff of the Company were the Directors and as such
key management personnel. Management remuneration, other benefits supplied and
social security costs to the Directors during the year was as follows:
2021 2020
£
£
Salaries 80,356 48,000
8. INTEREST RECEIVABLE
2021 2020
£
£
Interest due on Loan to E-Tech 1,553 849
9. TAXATION
2021 2020
£
£
The charge / credit for the year is made up as follows:
Current tax - -
Deferred tax - -
Taxation charge / credit for the year - -
A reconciliation of the tax charge / credit appearing in the income statement
to the tax that would result from applying the standard rate of tax to the
results for the year is:
Loss per accounts (382,387) (219,371)
Tax credit at the standard rate of corporation tax in the UK of 19% (2020: (72,654) (41,680)
19%)
Impact of costs disallowed for tax purposes - 74
Deferred tax in respect of temporary differences - -
Impact of unrelieved tax losses carried forward 72,654 41,606
- -
Estimated tax losses of £1,199,505 (2020: £817,118) are available for relief
against future profits and a deferred tax asset of £227,906 (2020: £155,252)
has not been provided for in the accounts due to the uncertainty of future
profits.
Factors affecting the future tax charge
The standard rate of corporation tax in the UK is 19%. Accordingly, the
Company's effective tax rate for the period was 19% (2020: 19%). As announced
in the Spring Budget 2021, the rate of corporation tax will increase from
April 2023 to 25% on Profits over £250,000. The 19% rate will continue to
apply where profits are below £50,000.
10. EARNINGS PER SHARE
The calculation of the earnings per share is based on the loss for the
financial period after taxation of £382,387 (2020: loss £219,371) and on the
weighted average of 23,200,000 (2020: 23,200,000) ordinary shares in issue
during the period.
The warrants outstanding at 30 June 2021 and 30 June 2020 are considered to be
non-dilutive in that their conversion into ordinary shares would not increase
the net loss per share. Consequently, there is no diluted earnings per share
to report for the period.
11. TRADE AND OTHER RECEIVABLES
2021 2020
£
£
Prepayments and other receivables 24,185 23,705
24,185 23,705
The Directors consider that the carrying value amount of trade and other
receivables approximates to their fair value.
12. OTHER CURRENT ASSETS
2021 2020
£
£
Loan to E-Tech Metals Limited - 85,849
- 85,849
The Loan to E-Tech Metals ('E-Tech') Limited was a secured loan that was
provided to allow E-Tech to fund its working capital requirements through the
RTO process. When E-Tech terminated the discussions, the loan was called in
and was subsequently repaid in full in November 2020. The loan facility was
issued on the 18(th) of March 2020 at an interest rate of 5.1%. Interest
recognised in the year ending 30 June 2021 was £1,553 (2020: £849)
The Directors consider that the carrying value amount of trade and other
receivables approximates to their fair value.
13. CASH AND CASH EQUIVALENTS
2021 2020
£
£
Cash at bank 329,628 186,316
329,628 186,316
Cash at bank comprises balances held by the Company in current bank accounts.
The carrying value of these approximates to their fair value.
14. TRADE AND OTHER PAYABLES
2021 2020
£
£
Trade payables 43,038 16,087
Accruals and other payables 135,272 70,584
178,309 86,671
Trade payables and accruals principally comprise amounts outstanding in
respect of costs incurred in the Company's endeavours to find a suitable
target and execute a relating transaction.
15. CONVERTIBLE LOAN NOTES
On 29 December 2020, the Company entered into a Loan Note Instrument for the
issuance of £340,000 of loan notes ("Mila Loan Notes"). The maturity date of
the Mila Loan Notes was six months from the date of issue Alternatively, the
Mila Loan Notes automatically convert on the date immediately prior to
Readmission or are automatically redeemed on a Change of Control. The
conversion price of the Mila Loan Notes is 75% of the placing price (per
ordinary share) of the equity fund raise that would be conducted concurrently
with the acquisition of the proposed transaction. The interest payable on the
Mila Loan Notes is 6% per annum and the instrument is governed by the law of
England and Wales.
16. DEFERRED TAXATION
No deferred tax asset has been recognised by the Company due to the
uncertainty of generating sufficient future profits and tax liability against
which to offset the tax losses. Note 9 above sets out the estimated tax losses
carried forward
17. SHARE CAPITAL / SHARE PREMIUM
Number of shares on issue Share capital £ Share premium £ Total
£
Balance as at 1 July 2019 23,200,000 232,000 849,300 1,081,300
Balance as at 30 June 2020 23,200,000 232,000 849,300 1,081,300
Balance as at 30 June 2021 23,200,000 232,000 849,300 1,081,300
The Company has only one class of share. All ordinary shares have equal voting
rights and rank pari passu for the distribution of dividends and repayment of
capital.
At 30 June 2021, there were warrants and options over 11,425,000 unissued
ordinary shares (2020: 15,825,000). Details of the warrants outstanding are as
follows:
Issued Exercisable from Expiry date Number outstanding Exercise price
12 September 2016 From date of issue 31 December 2022 350,000 £0.05
26 September 2016 * 7 October 2016 31 December 2022 11,075,000 £0.10
11,425,000
* The warrants were issued conditional upon the Ordinary Shares to be admitted
to trading on the London Stock Exchange's main market for listed securities
which occurred on 7 October 2016.
During the year Mila announced that it has amended the terms of certain
warrants granted at the time of its IPO on 7 October 2016 by extending the
life of certain warrants. The series 1 warrants granted to the founders will
expire on 31 December 2020 as scheduled. The revised expiry date did not lead
to a material change in the fair value of these warrants.
Warrant Amendments
Warrant Current terms Revised terms
Series 1 (Founders) Exercise price of 5p and due to expire on 31 December 2020 No revision - lapsed on 31 December 2020
Series 2 Exercise price of 5p and due to expire on 31 December 2020 Expiration extended 31 December 2022
IPO Investors Exercise price of 10p and due to expire on 31 December 2020 Expiration extended to 31 December 2022
The Directors held the following warrants at the beginning and end of the
year:
Director At 30 June 2020 Expired during the year At 30 June 2021 Exercise price Earliest date of exercise Latest date of exercise
M Stephenson 1,200,000 1,200,000 - £0.05 16 Oct 2016 20 Dec 2020
1,200,000 1,200,000 -
The market price of the shares at year end was £0.026 per share.
During the year, the minimum and maximum prices were £0.016 and £0.026 per
share respectively.
18. SHARE BASED PAYMENT RESERVE
2021 2020
£
£
At 1 July 4,720 4,720
Share based payments expense recognised during the period - -
At 30 June 4,720 4,720
The Company did not issue any warrants during the current or prior year,
however did extend the expiry date of the existing warrants, see note 17. The
warrant extension does not impact on the share-based payment reserve.
Number Fair Value £ Weighted average exercise price
At 1 July 2019 15,825,000 4,720 £0.085
Balance at 30 June 2020 15,825,000 4,720 £0.085
Expired during the year 4,400,000 - £0.05
Balance at 30 June 2021 11,425,000 4,720 £0.098
The warrants outstanding at the year-end have a weighted average remaining
contractual life of 1.5 years. The exercise prices of the warrants are £0.05
and £0.10 per share.
19. CAPITAL COMMITMENTS
There were no capital commitments at 30 June 2020 and 30 June 2021
20. CONTINGENT LIABILITIES
There were no contingent liabilities at 30 June 2020 and 30 June 2021
21. COMMITMENTS UNDER OPERATING LEASES
There were no commitments under operating leases at 30 June 2020 and 30 June
2021
22. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company's financial instruments comprise primarily cash and various items
such as trade debtors and trade payables which arise directly from operations.
The main purpose of these financial instruments is to provide working capital
for the Company's operations. The Company does not utilise complex financial
instruments or hedging mechanisms.
Financial assets by category
2021 2020
£
£
Current Assets:
Trade and other receivables (excluding prepayments) - -
Cash and cash equivalents 329,628 186,316
Loan to E-Tech Metals Limited - 85,849
Categorised as financial assets at amortised cost 329,628 272,165
The Loan to E-Tech Metals ('E-Tech') Limited was a secured loan that was
provided to allow E-Tech to fund its working capital requirements through the
RTO process. When E-Tech terminated the discussions, the loan was called in
and repaid in full in November 2020.
Financial liabilities by category
2021 2020
£
£
Current Liabilities:
Trade and other payables 43,097 16,113
Convertible Loan Notes 348,692 -
Categorised as financial liabilities measured at amortised cost 391,789 16,113
All amounts are short term and payable in 0 to 6 months.
Credit risk
The maximum exposure to credit risk at the reporting date by class of
financial asset was:
2021 2020
£
£
Loan to E-Tech Metals Limited - 85,849
- 85,849
Capital management
The Company considers its capital to be equal to the sum of its total equity.
The Company monitors its capital using a number of key performance indicators
including cash flow projections, working capital ratios, the cost to achieve
development milestones and potential revenue from partnerships and ongoing
licensing activities.
The Company's objective when managing its capital is to ensure it obtains
sufficient funding for continuing as a going concern. The Company funds its
capital requirements through the issue of new shares to investors.
Interest rate risk
The maximum exposure to interest rate risk at the reporting date by class of
financial asset was:
2021 2020
£
£
Bank balances 329,628 186,316
The Company is not financially dependent on the income earned on these
resources and therefore the risk of interest rate fluctuations is not
significant to the business and the Directors have not performed a detailed
sensitivity analysis.
All deposits are placed with main clearing banks, with 'A' ratings, to
restrict both credit risk and liquidity risk. The deposits are placed for the
short term, between one and three months, to provide flexibility and access to
the funds.
Credit and liquidity risk
Credit risk is managed on a Company basis. Funds are deposited with financial
institutions with a credit rating equivalent to, or above, the main UK
clearing banks. The Company's liquid resources are invested having regard to
the timing of payment to be made in the ordinary course of the Company's
activities. All financial liabilities are payable in the short term (between 0
to 3 months) and the Company maintains adequate bank balances to meet those
liabilities.
Currency risk
The Company operates in a global market with income and costs possibly arising
in a number of currencies. The majority of the operating costs are incurred in
£GBP. The Company does not hedge due to the Company incurring very few
foreign currency denominated costs and thus the cost and time taken to hedge
would be far greater than the benefit. The Company did not have foreign
currency exposure at year end.
23. RELATED PARTY TRANSACTIONS
Key management personnel compensation
The Directors are considered to be key management personnel. Detailed
remuneration disclosures are provided in the remuneration report on pages 19 -
21.
Amounts due from/to related parties
There were amounts due to directors totalling £11,954 as at 30 June 2021
(2020: £11,954). No amounts were due from directors as at 30 June 2021 (2020:
£Nil). Mark Stephenson, subscribed to £50,000 of the convertible loan notes
disclosed in note 15. As at 30 June 2021 the balance due, to Mark Stephenson,
in relation to this convertible loan note, including the accrued interest, was
£51,192.
There were no other related party transactions.
24. EVENTS SUBESQUENT TO YEAR END
Acquired initial 30% interest in the Kathleen Valley gold Project (as part of
a 3 stage earn in)
For further details see the Statement from the Board on page 4 of this Report
Successful equity fund raising of £3.5m (excluding costs)
Following the fund raise the Company had the following in issue; Ordinary
Shares 306,331,057 (2020: 23,200,000); Warrants 253,689,111 (2020:
11,425,000). For further details see the Statement from the Board on page 4 of
this Report
Appointment of two Directors
Mr Neil Hutchinson - Executive Director. Mr Lindsay Mair - Non - Executive
Director
For further details see the Statement from the Board on page 5 of this Report.
Readmission to Trading
On the 22(nd) of November the Company's entire share capital, being
306,331,057 ordinary shares of £0.01 each ("Ordinary Shares") was readmitted
to the Official List (by way of a Standard Listing under Chapter 14 of the
Listing Rules) and to trading on the London Stock Exchange's Main Market for
listed securities. For further details see the Statement from the Board on
page 5 of this Report.
Investor IPO Warrants 2016 (11,075,000) exercise price reduced from £0.10 to
£0.048
The IPO Warrants in issue at the end of 30 June 2021 have had their exercise
price changed from 10p to 4.8p as announced in the prospectus for the Kathleen
Valley transaction.
Series 2 Warrants 2016 (350,000) exercise price reduced from £0.05 to £0.048
The Series 2 Warrants in issue at the end of 30 June 2021 have had their
exercise price changed from 5p to 4.8p as announced in the prospectus for the
Kathleen Valley transaction.
Company Convertible Loan Notes
The Convertible Loan notes in existence on the 30(th) of June 2021 have all
been fully converted to ordinary shares as part of the successful Kathleen
Valley transaction and in accordance with the terms of the Convertible Loan
Note Instrument.
Announcement - Drilling under way
One the 3(rd) of December the Company announced details of the drilling
programme underway. For further details on the future drilling programme,
please see the Corporate Presentation on the Company's Web site
www.milaresources.com (http://www.milaresources.com) . This Operational update
was communicated to the market via RNS on the 26(th) of November 2021.
EMI Option Scheme
On the 10th of December the Company announced that it had established the EMI
share option scheme (the "EMI Options") as outlined in the prospectus dated 29
October 2021("Prospectus").
The newly established EMI share option scheme has granted options to two
directors over 6,000,000 ordinary shares of 0.1 pence each in the capital of
the Company which represents 2.0 per cent. of the issued share capital of the
Company.
The EMI Options will vest immediately and have an exercise price of 2.4p
with a 5-year exercise period. The exercise price is with reference to the
placing and subscription at the time of publishing the Prospectus. Of the
total EMI Options granted in this tranche, 2,500,000 have been granted to Lee
Daniels, Chief Financial Officer and 3,500,000 have been granted to Mark
Stephenson, Executive Chairman. No other EMI Options exist in the Company.
25. CONTROL
In the opinion of the Directors there is no single ultimate controlling party.
**ENDS**
For more information visit www.milaresources.com or contact:
Mark Stephenson info@milaresources.com
Mila Resources Plc
Jonathan Evans +44 (0) 20 3463 5000
Brandon Hill Capital Limited
Nick Emerson +44 (0) 20 3143 0600
SI Capital
Susie Geliher +44 (0) 20 7236 1177
St Brides Partners Limited
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