REG - Mining, Minerals&Mtl - Interim Results for the Period Ended 31 July 2023
30/10/2023 11:30
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RNS Number : 7297R Mining, Minerals & Metals PLC 30 October 2023
30 October 2023
Mining, Minerals & Metals plc
Interim Results for the Six Months Ended 31 July 2023
Mining, Minerals & Metals plc ("MMM" or the "Company") is pleased to
present its unaudited financial statements for the for the 6 months ended 31
July 2023 ("2023 Interim Financial Statements").
Chairman's Statement
I have pleasure in presenting the 2023 Interim Financial Statements of MMM.
The Company was formed to undertake the acquisition of a controlling interest
in a business (either shares or assets) that has operations in the natural
resources sector (an "Acquisition"), reflecting the experience of the
Company's board of directors.
Since the Company's IPO on the Main Market of the London Stock Exchange in
March 2020, the Company has seen a steady flow of potential Acquisition
opportunities and has actively reviewed many projects covering all stages of
development from exploration through to producing assets over a range of
commodities across multiple jurisdictions.
In October 2021 the Company announced that it had entered into a non-binding
term sheet with Africa Resources Holdings, LLC ("ARH") to acquire the entire
issued share capital of Narnia Mauritius Gas Holdings Limited ("NMGH"), that
will hold a 95%, interest in Inert Gas Industries (Proprietary) Limited
("IGI"), which in turn, owns the Lindley Natural Gas Project ("LNGP")
exploration licences situated in the Free State Province of South Africa (the
"Proposed Transaction"). This exploration licence has not been renewed by the
South African Authorities and as such, MMM is not able to pursue this
opportunity at present. In the event that the licence is renewed, MMM may be
in a position to re-engage with ARH.
The Board has now entered into a new heads of terms with Georgina Energy plc
("GEO"). GEO is an early-stage resource company with a strategy of actively
pursuing the exploration, commercial development and monetisation of helium,
hydrogen and hydrocarbon interests located in the Amadeus and Officer Basins
in Northern and Western Australia ("New Proposed Transaction").
The New Proposed Transaction is conditional on a due diligence, funding being
raised and approval by the FCA. The Company and its advisers aim to begin
consultation with the FCA shortly with a view to re-listing the enlarged
company in Q1 2024.
The Board of MMM looks forward to working with GEO and the advisors of both
companies, to complete this transaction as quickly as possible.
I am grateful for shareholder's patience in securing a project for MMM and for
the ongoing financial support received.
Roy Pitchford
Chairman
STATEMENT OF COMPREHENSIVE INCOME
for the period ended 31 July 2023
For six months ended For six For year ended 31 January 2023 (audited)
31 July 2023 (unaudited) months ended
31 July 2022 (unaudited)
£ £ £
Note
Revenue - -
Administrative expenses (71,720) (68,260) (159,681)
Operating profit (71,720) (68,260) (159,681)
Finance income 83 48 221
Finance costs - (340) (18)
Profit before taxation (71,637) (68,553) (159,478)
Income tax - - -
(71,637) (68,553) (159,478)
Total comprehensive loss
for the year
Earnings per share 7
Basic and diluted (pence per share) (0.22) (0.21) (0.50)
The accompanying notes form an integral part of the financial information.
STATEMENT OF FINANCIAL POSITION
As at 31 July 2023
Note At 31 July 2023 (unaudited) At 31 July 2022 (audited) At 31 January 2023 (audited)
£ £ £
ASSETS
Current assets
Cash and cash equivalents 4,674 114,174 48,210
Trade and other receivables 22,521 13,076 22,281
Total assets 27,195 127,250 70,491
EQUITY
Equity Attributable to Owners of the company
Share capital 8 320,500 320,500 320,500
Share premium 406,167 406,167 406,167
Retained earnings (787,179) (624,620) (715,542)
Total equity (60,512) 102,047 11,125
LIABILITIES
Non-current liabilities
Long-term borrowings 59,094 10,469 10,469
Total non-current liabilities 59,094 10,469 10,469
Current liabilities
Trade and other payables 28,613 14,734 48,897
Total current liabilities 28,613 14,734 48,897
Total liabilities 87,707 25,203 59,367
TOTAL EQUITY AND LIABILITIES 27,195 127,250 70,491
The accompanying notes form an integral part of the financial information.
This report was approved by the board and authorised for issue on 30 October
2023 and signed on its behalf by:
Roy Pitchford
Non-Executive Chairman
STATEMENT OF CHANGES IN EQUITY
for the period ended 31 July 2023
Share capital Share premium Retained earnings Total equity
£ £ £ £
Balance at 31 January 2022 (audited) 320,500 406,167 (556,067) 170,600
Total comprehensive loss for the year - - (68,553) (68,553)
Balance at 31 July 2022 (unaudited) 320,500 406,167 (624,620) 102,047
Balance at 31 January 2022 (audited) 320,500 406,167 (556,067) 170,600
Total comprehensive loss for the year - - (159,478) (159,478)
Balance at 31 January 2023 (audited) 320,500 406,167 (715,542) 11,125
- - - -
Total comprehensive loss for the year - - (71,637) (71,637)
Balance at 31 July 2023 (unaudited) 320,500 406,167 (787,179) (60,512)
The accompanying notes form an integral part of the financial information.
STATEMENT OF CASHFLOWS
for the period ended 31 July 2023
Six months Six months ended Year ended 31 January 2023 (audited)
ended 31 July 2022 (unaudited)
31 July 2023 (unaudited)
£ £ £
Loss before tax (71,637) (68,553) (159,478)
Adjusted for:
(Increase)/Decrease in trade and other receivables (239) (4,807) (14,010)
(Decrease)/Increase in trade and other creditors 28,340 (12,820) 21,344
Net cash used in operating activities (43,536) (86,181) (152,144)
Net (decrease)/increase in cash and cash equivalents (43,356) (86,181) (152,144)
Cash and cash equivalents at beginning of the year 48,210 200,354 200,354
Cash and cash equivalents at end of the year 4,674 114,174 48,210
The accompanying notes form an integral part of the financial information.
NOTES TO THE FINANCIAL INFORMATION
1. GENERAL INFORMATION
The Company was incorporated on 28 January 2013 in England and Wales as a
limited company, limited by shares and with Registered Number 08377465 under
the Companies Act 2006. The Company's registered office address is 167-169
Great Portland Street, Fifth Floor, London, W1W 5PF, United Kingdom. The
Company has not yet commenced business. The company re-registered as a
public limited company on 22 October 2018.
The Company's objective is to undertake an acquisition of a target company or
business in the natural resources sector.
Other than the Directors the company did not have any staff.
2. ACCOUNTING POLICIES
Basis of preparation
The principal accounting policies adopted by the Company in the preparation of
the Company Financial Information are set out below.
The financial statements have been prepared in accordance with International
Financial Reporting Standards and IFRIC interpretations as endorsed by the EU
("IFRS") and the requirements of the Companies Act applicable to companies
reporting under IFRS.
The Company Financial Information has been presented in Pounds Sterling, being
the functional currency of the Company.
The preparation of the financial statements in conformity with IFRS requires
the use of certain critical accounting estimates. It also requires the
Directors to exercise their judgment in the process of applying the Company's
accounting policies. The Company's accounting policies as well as the areas
involving a higher degree of judgment and complexity, or areas where
assumptions and estimates are significant to the Company financial statements
are disclosed in the audited annual report for the year ended 31 January 2023
and are available on the Company's website.
In the opinion of the management, the interim unaudited financial information
includes all adjustments considered necessary for fair and consistent
presentation of this financial information. The interim unaudited financial
information should be read in conjunction with the Company's audited financial
statements and notes for the year ended 31 January 2023.
Going Concern
These financial statements have been prepared on a going concern basis as the
Directors have reasonable expectation that the Company will have access to
adequate resources to continue in operational existence. The Company is a
start-up company and does not currently have any service offering or customer
base.
The Directors consider there to be uncertainty over the timing and occurrence
of a potential acquisition, and given the cash position of the Company as at
the date of this report the Company will need to raise additional funding in
order to have sufficient headroom to remain in operational existence for a
period of at least 12 months from the date the financial statements were
approved. It is also anticipated that additional resources will be required
to fund the costs of any potential acquisition, when a suitable project has
been identified.
The Major shareholders of the Company have indicated their intention to
continue to provide the financial support the Company requires to continue to
meet its obligations as they fall due, along with any costs required to
conclude an acquisition. As a consequence, the Directors have determined
that the application of the going concern principal remains appropriate for
these interim financial statements.
3. DIRECTORS' EMOLUMENTS
No amount was paid or become payable to any of the Directors of the Company
and there were no staff costs as no staff was employed by the Company during
the period ended 31 July 2023 (2022: NIL).
4. FINANCIAL RISK MANAGEMENT
The Company uses a limited number of financial instruments, comprising cash
and various items such as trade payables, which arise directly from
operations. The Company does not trade in financial instruments.
Financial risk factors
The Company's activities expose it to a variety of financial risks: credit
risk and liquidity risk. The Company's overall risk management programme
focuses on the unpredictability of financial markets and seeks to minimise
potential adverse effects on the Company's financial performance.
(a) Credit risk
The Company does not have any major concentrations of credit risk related to
any individual customer or counterparty.
(b) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash, the
Company ensures it has adequate resource to discharge all its liabilities. The
directors have considered the liquidity risk as part of their going concern
assessment.
Fair values
Management assessed that the fair values of cash trade payables and other
current liabilities approximate their carrying amounts largely due to the
short-term maturities of these instruments.
5. CAPITAL MANAGEMENT POLICY
The Company's objectives when managing capital are to safeguard the Company's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital. The capital structure of the
Company consists of equity attributable to equity holders of the Company,
comprising issued share capital and reserves.
6. FINANCIAL INSTRUMENTS
The Company's principal financial instruments comprise cash and cash
equivalents and other payable. The Company does not use financial instruments
for speculative purposes.
The principal financial instruments used by the Company, from which financial
instrument risk arises, are as follows:
31 July 31 July 31 January 2023
2023 2022 £
£ £
Financial assets
Cash and cash equivalents 4,674 114,174 48,210
Total financial assets 4,674 114,174 48,210
Financial liabilities measured at amortised cost
Trade and other payables 28,613 14,734 48,898
Borrowings 59,094 10,469 10,469
Total financial liabilities 87,707 25,203 59,367
There are no financial assets that are either past due or impaired. The
financial liabilities are due for payment in 1 to 3 months.
7. EARNINGS PER SHARE
The loss per share has been calculated using the loss for the year and the
weighted average number of ordinary shares entitled to dividend rights which
were outstanding during the year. Fully diluted earnings per share, taking
account of the warrants in issue as at the reporting date, has not been
prepared as the Company is loss making and the effects of these warrants is
antidilutive.
31 July 31 July 31 January
2022 2022 2022
£ £ £
Loss for the period attributable to equity holders of the Company (71,637) (68,553) (159,478)
Weighted average number of ordinary shares (number of shares) 32,049,999 32,049,999 32,049,999
Loss per share (pence per share) (0.22) (0.21) (0.50)
8. SHARE CAPITAL
Ordinary shares of £0.01 each
Number of shares Amount
£
Issued, called up and paid 32,049,999 320,500
32,049,999 320,500
As at 31 July 2023, the Company had 17,166,667 warrants in issue exercisable
at £0.04 per share and expiring on 6 September 2023. The Board has resolved
that these warrants should be extended a year until 6 September 2024.
9. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key management
personnel compensation has been disclosed in note 3.
10. POST BALANCE SHEET EVENT
On the 6 September 2023 the 17,166,667 warrants in issue and exercisable over
ordinary shares were extended to 6 September 2024.
On the 27 October 2023 the Company entered into a head of terms with GEO to
acquire a 100% interest in GEO, satisfied by the issue of MMM shares on terms
to be approved by shareholders of each company.
11. ULTIMATE CONTROLLING PARTY
At 31 July 2023, there was no ultimate controlling party.
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